A Copyright Software Licence is essential when a software owner wishes to grant usage rights while retaining ownership of the intellectual property. This agreement, governed by English and Welsh law, is commonly used in commercial software distribution, enterprise software deployment, and SaaS arrangements. It includes crucial terms about usage rights, restrictions, warranties, and liability limitations, ensuring compliance with UK copyright legislation and providing clear guidelines for both parties.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and ownership declaration of the software
3. Definitions: Key terms used throughout the agreement including Software, Licensed Rights, Territory, etc.
4. Grant of Licence: Scope and nature of the licence being granted, including territory and permitted use
5. Licence Restrictions: Limitations on use and prohibited activities
6. Intellectual Property Rights: Confirmation of ownership and protection of rights
7. Payment Terms: Licence fees and payment conditions
8. Term and Termination: Duration of the licence and circumstances for termination
9. Warranties and Indemnities: Standard warranties about ownership and indemnities for breach
10. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law
1. Support and Maintenance: Terms for ongoing support services and software updates
2. Data Protection: GDPR and data protection compliance provisions
3. Source Code Escrow: Terms for source code protection and access conditions
4. White Label Provisions: Terms for rebranding and resale of the software
5. Export Controls: Compliance with export control regulations
1. Schedule 1 - Software Description: Detailed description of the licensed software and its components
2. Schedule 2 - Technical Specifications: Technical requirements and compatibility information
3. Schedule 3 - Service Level Agreement: Performance metrics and service levels if applicable
4. Schedule 4 - Support Services: Details of support and maintenance services if included
5. Schedule 5 - Fee Schedule: Detailed breakdown of licence fees and payment terms
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