Proprietary Software Licence

Proprietary Software Licence Template for England and Wales

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Key Requirements PROMPT example:

"Need a Proprietary Software Licence for my company's new AI analytics platform, to be licensed to enterprise customers in the UK financial services sector, with specific provisions for data protection and source code escrow."

Document background

A Proprietary Software Licence is essential when granting rights to use commercially valuable software while maintaining ownership and control. This agreement, governed by English and Welsh law, is commonly used by software companies, technology providers, and businesses seeking to protect their intellectual property while monetizing their software products. The licence typically includes detailed terms covering usage rights, restrictions, fees, support services, and compliance with UK data protection and copyright laws. It's particularly relevant when dealing with commercial off-the-shelf software or custom-developed applications where the licensor wishes to retain full control over the intellectual property.

Suggested Sections

1. Parties: Identification and details of the licensor and licensee

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

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

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

5. Licence Restrictions: Specific limitations on use, copying, modification, and distribution of the software

6. Intellectual Property Rights: Ownership and protection of IP rights, including infringement provisions

7. Payment Terms: Licence fees, payment schedule, and related financial conditions

8. Warranties and Representations: Guarantees regarding software functionality, ownership, and non-infringement

9. Limitation of Liability: Scope of liability limitations and exclusions

10. Term and Termination: Duration of the licence and circumstances for termination

11. Confidentiality: Protection of confidential information and trade secrets

12. General: Standard boilerplate provisions including notices, assignment, and governing law

Optional Sections

1. Service Level Agreement: Performance standards, support levels, and response times for software maintenance

2. Data Protection: Obligations regarding personal data processing and compliance with data protection laws

3. Source Code Escrow: Terms for source code protection and release conditions

4. Export Controls: Compliance requirements with export regulations for restricted technologies

5. Audit Rights: Rights to audit licensee's use of the software and compliance with terms

Suggested Schedules

1. Schedule 1 - Software Description: Detailed technical specifications, functionality, and components of the licensed software

2. Schedule 2 - Licence Fees: Detailed breakdown of pricing, payment terms, and fee calculation methods

3. Schedule 3 - Technical Support: Scope of support services, procedures, and contact information

4. Schedule 4 - Service Level Agreement: Detailed performance metrics, service levels, and remedies for breach

5. Schedule 5 - Acceptable Use Policy: Detailed terms of acceptable use and specific restrictions

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology
Financial Services
Healthcare
Manufacturing
Professional Services

Relevant Teams

Legal
Information Technology
Procurement
Finance
Compliance

Relevant Roles

Chief Technology Officer
Software Development Manager
Legal Counsel
IT Director
Procurement Manager

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Proprietary Software Licence Template for England and Wales

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