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Non Standard EULA Template for England and Wales

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Key Requirements PROMPT example:

Non Standard EULA

"I need a Non Standard EULA for my AI-powered analytics software that will be licensed to financial institutions, with specific provisions for data processing, API integration permissions, and custom usage restrictions for different user tiers."

Document background
The Non-Standard EULA is designed for situations where a standard, off-the-shelf license agreement is insufficient to address specific software licensing requirements. This document, governed by English and Welsh law, is particularly relevant for unique software applications, enterprise solutions, or specialized digital services that require custom usage terms, specific liability provisions, or detailed data protection measures. The agreement provides comprehensive coverage of intellectual property rights, usage restrictions, and compliance obligations while allowing for customization based on specific business needs and regulatory requirements.
Suggested Sections

1. Parties: Identifies the licensor and licensee/end user

2. Background: Explains the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. License Grant: Specifies the scope and nature of the license being granted

5. Use Restrictions: Details limitations and prohibited uses of the software

6. Intellectual Property Rights: Establishes ownership and protection of IP

7. Term and Termination: Defines duration and termination conditions

8. Warranties and Disclaimers: Sets out warranties provided and limitations

9. Limitation of Liability: Establishes limits on liability and indemnification

Optional Sections

1. Data Protection: Required when software collects or processes user data - includes GDPR compliance measures and data processing terms

2. Support Services: Details maintenance and support provisions when technical support or maintenance is offered

3. Updates and Upgrades: Covers software updates policy when regular updates are planned

4. Export Controls: Addresses international usage restrictions for software available internationally

Suggested Schedules

1. Schedule 1 - Software Description: Detailed description of the software and its features

2. Schedule 2 - Service Level Agreement: Performance standards and metrics if applicable

3. Schedule 3 - Support Services: Details of support services if offered

4. Schedule 4 - Fee Schedule: Pricing and payment terms if not free software

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Consumer Rights Act 2015: Primary legislation governing consumer contracts, covering fairness of terms, transparency requirements, consumer protection provisions, and quality standards for digital content and services

Data Protection Act 2018 & UK GDPR: Legislation governing data protection and privacy, including data processing terms, user privacy rights, data transfer provisions, and security requirements

Electronic Commerce (EC Directive) Regulations 2002: Regulations governing electronic commerce, including electronic contracting requirements, information provision obligations, and online service provider obligations

Copyright, Designs and Patents Act 1988: Legislation protecting intellectual property rights, covering software licensing provisions, IP protection, and copyright assignment/licensing terms

Unfair Contract Terms Act 1977: Legislation regulating unfair terms in contracts, including limitation of liability clauses, reasonableness of terms, and business-to-business considerations

Consumer Contracts Regulations 2013: Regulations governing consumer contracts, including right of withdrawal, pre-contract information requirements, and distance selling provisions

Competition Act 1998: Legislation ensuring fair competition, covering anti-competitive provisions and market fairness considerations

Computer Misuse Act 1990: Legislation addressing computer security and misuse, including unauthorized access provisions and security requirements

Consumer Protection from Unfair Trading Regulations 2008: Regulations protecting consumers from unfair trading practices, including misleading actions/omissions and aggressive commercial practices

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

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