A Lifetime Software Licence is essential when granting permanent software usage rights under English and Welsh law. This agreement is particularly relevant for software developers and companies seeking to license their products perpetually rather than on a subscription basis. It addresses critical aspects such as IP protection, usage terms, liability limitations, and compliance with UK digital content regulations. The document serves as a comprehensive framework for long-term software licensing relationships, ensuring clarity and legal protection for all parties involved.
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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, Documentation, Intellectual Property Rights
4. Grant of Licence: Scope and nature of the perpetual licence being granted, including permitted uses
5. Licence Restrictions: Limitations on use, prohibited activities, and restrictions on transfer or sublicensing
6. Intellectual Property Rights: Declaration of ownership, IP protection, and rights retention
7. Warranties and Representations: Guarantees regarding software functionality, ownership, and non-infringement
8. Limitation of Liability: Extent of licensor's liability and caps on damages
9. Termination: Circumstances under which the licence can be terminated despite being perpetual
1. Support and Maintenance: Terms for ongoing support services, updates, and maintenance if offered
2. Data Protection: Data handling obligations and compliance with UK GDPR and Data Protection Act 2018
3. Export Controls: Export compliance requirements and restrictions for international use
4. Source Code Escrow: Terms for source code protection and access conditions
1. Schedule 1 - Software Description: Detailed specification of the licensed software and its components
2. Schedule 2 - Technical Requirements: Minimum system requirements and technical specifications
3. Schedule 3 - Support Level Agreement: Details of support services and service levels if provided
4. Schedule 4 - Fee Schedule: Any applicable fees, including one-time payments or maintenance fees
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