The Master Software Licence Agreement is designed for situations where a software vendor needs to establish a comprehensive framework for licensing software products to customers under English and Welsh law. This agreement serves as the foundation for all subsequent software licensing transactions between the parties, covering multiple products and services. It includes detailed provisions on licence grants, intellectual property rights, payment terms, warranties, and compliance requirements, while ensuring alignment with UK data protection and privacy regulations. The document is particularly crucial for ongoing software licensing relationships where multiple products or services may be added over time.
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1. Parties: Identification of the contracting parties (licensor and licensee)
2. Background: Context of the agreement and high-level purpose
3. Definitions: Key terms used throughout the agreement
4. Licence Grant: Scope, nature, and limitations of the software licence
5. Intellectual Property Rights: Ownership and protection of IP rights
6. Payment Terms: Licence fees, payment schedule, and related terms
7. Confidentiality: Protection of confidential information
8. Term and Termination: Duration and termination provisions
9. Warranties and Indemnities: Standard warranties and indemnification obligations
10. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Data Protection: GDPR compliance provisions for personal data processing
2. Service Levels: Performance standards and metrics for software operation
3. Source Code Escrow: Source code protection arrangements and access conditions
4. Professional Services: Additional implementation or support services provisions
5. Export Control: Export compliance provisions for controlled technology
1. Schedule 1 - Software Description: Detailed description of licensed software and components
2. Schedule 2 - Technical Requirements: Hardware and software requirements for operation
3. Schedule 3 - Service Level Agreement: Detailed service levels and performance metrics
4. Schedule 4 - Fee Schedule: Detailed breakdown of fees and payment terms
5. Schedule 5 - Support Services: Description of support and maintenance services
6. Schedule 6 - Data Processing Agreement: GDPR-compliant data processing terms and conditions
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