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Software Sublicense Agreement for Canada

Software Sublicense Agreement Template for Canada

A Software Sublicense Agreement governed by Canadian law establishes the terms and conditions under which a primary licensee (sublicensor) grants rights to use software to a third party (sublicensee), while maintaining compliance with the original license agreement. This agreement addresses key aspects including usage rights, restrictions, fees, intellectual property protection, and compliance requirements under Canadian federal and provincial legislation. It incorporates specific provisions required by Canadian privacy laws (PIPEDA), copyright regulations, and provincial electronic commerce requirements, while ensuring alignment with the master license agreement.

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Software Sublicense Agreement

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What is a Software Sublicense Agreement?

A Software Sublicense Agreement is essential when a licensed software user needs to extend software usage rights to third parties while maintaining compliance with the original license terms. This document is particularly relevant in Canadian business contexts where software redistribution, white-labeling, or integration into broader service offerings is required. The agreement must comply with Canadian federal and provincial laws, including the Copyright Act, PIPEDA, and provincial electronic commerce legislation. It typically includes detailed provisions on permitted use, territorial restrictions, payment terms, and compliance obligations. The Software Sublicense Agreement should be used when a primary licensee has explicit rights to sublicense and needs to formalize the arrangement with sublicensees while protecting all parties' interests and ensuring transparency in the software usage chain.

What sections should be included in a Software Sublicense Agreement?

1. Parties: Identification of the sublicensor and sublicensee, including full legal names and addresses

2. Background: Context of the agreement, including reference to the master license agreement and authority to sublicense

3. Definitions: Definitions of key terms used throughout the agreement, including Software, License Fees, Territory, etc.

4. Grant of Sublicense: Specific rights being granted, including scope, territory, and any restrictions

5. License Fees and Payment: Payment terms, amounts, schedule, and method of payment

6. Intellectual Property Rights: Confirmation of ownership rights and protection of IP

7. Use Restrictions: Specific limitations and prohibited uses of the software

8. Compliance with Master License: Sublicensee's obligations to comply with master license terms

9. Term and Termination: Duration of agreement and circumstances for termination

10. Warranties and Disclaimers: Warranties provided and limitations of liability

11. Confidentiality: Protection of confidential information between parties

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

What sections are optional to include in a Software Sublicense Agreement?

1. Technical Support and Maintenance: Include when sublicensor will provide direct support services

2. Training: Include when training services are part of the sublicense package

3. Data Protection: Include when software involves processing personal data

4. Source Code Escrow: Include when source code escrow arrangements are required

5. Implementation Services: Include when sublicensor will provide implementation assistance

6. Service Level Agreement: Include when specific performance levels are guaranteed

7. Export Controls: Include when software is subject to export regulations

8. Audit Rights: Include when sublicensor requires right to audit sublicensee's use

What schedules should be included in a Software Sublicense Agreement?

1. Schedule A - Software Description: Detailed description of the licensed software and components

2. Schedule B - License Fees: Detailed breakdown of all applicable fees and payment schedules

3. Schedule C - Technical Requirements: Minimum system requirements and technical specifications

4. Schedule D - Support Terms: Detailed support and maintenance terms if applicable

5. Schedule E - Permitted Users: List of authorized users or user categories if restricted

6. Appendix 1 - Master License Terms: Relevant excerpts from the master license agreement

7. Appendix 2 - Service Level Agreement: Detailed service levels and performance metrics if applicable

Authors

Alex Denne

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

Jurisdiction

Canada

Document Type

Licensing Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions


































Clauses



































Relevant Industries

Information Technology

Software Development

Telecommunications

Financial Services

Healthcare Technology

E-commerce

Manufacturing

Professional Services

Education Technology

Business Process Outsourcing

Cloud Services

Digital Media

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Commercial Operations

Software Asset Management

Partner Management

Sales

Business Development

Risk Management

Vendor Management

Relevant Roles

Chief Technology Officer

Legal Counsel

Software Licensing Manager

IT Director

Procurement Manager

Contract Administrator

Commercial Director

Software Asset Manager

Compliance Officer

Business Development Manager

Partner Manager

Channel Sales Director

Technology Consultant

Chief Information Officer

Legal Operations Manager

Industries








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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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