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Proprietary Licence Software Template for England and Wales

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Key Requirements PROMPT example:

Proprietary Licence Software

"I need a Proprietary Licence Software agreement to license our new machine learning analytics software to enterprise customers in the UK manufacturing sector, with specific provisions for data protection and source code escrow arrangements."

What is a Proprietary Licence Software?

The Proprietary Licence Software agreement is essential for any business looking to license its software products while maintaining full ownership and control. This document, governed by English and Welsh law, establishes clear boundaries for software usage, protects intellectual property rights, and defines commercial terms. It's particularly crucial in today's digital economy where software licensing forms a significant portion of technology transactions. The agreement includes provisions for usage scope, fees, maintenance, support, and compliance with UK data protection regulations.

What sections should be included in a Proprietary Licence Software?

1. Parties: Identification of licensor and licensee with full legal names and addresses

2. Background: Context of the agreement and brief description of the software

3. Definitions: Key terms used throughout the agreement including Software, Documentation, Intellectual Property Rights, etc.

4. Grant of Licence: Scope and nature of the licence, including usage rights and restrictions

5. Licence Fees: Payment terms, amounts, and schedule

6. Intellectual Property Rights: Ownership and protection of IP rights

7. Confidentiality: Protection of confidential information and trade secrets

8. Term and Termination: Duration of agreement and termination provisions

9. Warranties and Limitations: Software warranties and limitation of liability

What sections are optional to include in a Proprietary Licence Software?

1. Support and Maintenance: Terms for ongoing support services - include when ongoing support is part of the agreement

2. Data Protection: GDPR and data protection compliance provisions - include when personal data processing is involved

3. Source Code Escrow: Terms for source code protection and release - include for business-critical software implementations

4. Service Levels: Performance standards and metrics - include for software as a service arrangements

What schedules should be included in a Proprietary Licence Software?

1. Schedule 1 - Software Description: Detailed technical specifications of the licensed software

2. Schedule 2 - Licence Fees: Detailed breakdown of pricing and payment terms

3. Schedule 3 - Support Services: Details of support and maintenance services if applicable

4. Schedule 4 - Service Level Agreement: Detailed performance metrics and remedies

5. Appendix A - Acceptable Use Policy: Rules and restrictions for software usage

6. Appendix B - Data Processing Agreement: Detailed data protection obligations if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



































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Industries

Copyright, Designs and Patents Act 1988: Primary legislation governing software copyright protection. Covers protection of software as literary work, rights of copyright holders, duration of copyright protection, and permitted acts/fair dealing provisions.

Consumer Rights Act 2015: Crucial for B2C software licenses. Addresses quality requirements, fitness for purpose, consumer protection provisions, and regulations against unfair terms.

Data Protection Act 2018 and UK GDPR: Governs data protection requirements including data processing obligations, cross-border data transfers, and privacy requirements in software implementation.

Computer Misuse Act 1990: Addresses unauthorized access provisions and security requirements for software systems.

Contract Law (Common Law): Fundamental principles covering offer and acceptance, consideration, intention to create legal relations, and terms and conditions in software licensing.

Competition Law: Regulates anti-competitive provisions and market abuse restrictions in software licensing agreements.

Sale of Goods Act 1979: May apply to software sales, covering quality standards and fitness for purpose requirements.

Electronic Commerce (EC Directive) Regulations 2002: Governs electronic contracting requirements and information provisions for software distributed electronically.

Industry-specific regulations: Varying regulatory requirements depending on the industry sector where the software will be used.

Export Control Regulations: Regulations governing the export and international distribution of software products.

Intellectual Property Regulations: Additional IP-related regulations beyond copyright that may affect software licensing.

Information Security Standards: Technical and operational standards for ensuring software security and data protection compliance.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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