The Boilerplate Software Licence Agreement serves as a foundational legal framework for software licensing transactions in England and Wales. It is designed for situations where software owners need to grant usage rights while protecting their intellectual property. This document incorporates key provisions required under UK law, including consumer protection, data privacy, and intellectual property rights. It's particularly useful for standardized software deployments where a template approach is appropriate, offering a balance between legal protection and commercial practicality.
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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
4. License Grant: Scope and nature of the software license
5. License Restrictions: Limitations on use and prohibited activities
6. Intellectual Property Rights: Ownership and protection of IP
7. Payment Terms: License fees, payment schedule, and related terms
8. Term and Termination: Duration and termination provisions
1. Service Level Agreement: Used when including maintenance and support services - typically for enterprise software with support requirements
2. Data Protection: GDPR compliance provisions - required when personal data processing is involved
3. Source Code Escrow: Source code deposit and access conditions - recommended for business-critical software implementations
1. Schedule 1 - Software Description: Detailed technical specifications of the licensed software
2. Schedule 2 - License Fees: Detailed pricing structure and payment terms
3. Schedule 3 - Support Services: Details of maintenance and support services if applicable
4. Schedule 4 - Service Level Agreement: Performance metrics and service levels if applicable
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