The Software Licence Subscription agreement is essential for businesses providing or acquiring software on a subscription basis under English and Welsh law. This contract type defines the relationship between the software provider and subscriber, covering critical elements such as license scope, subscription terms, usage restrictions, and compliance requirements. It's particularly relevant in the context of cloud-based and SaaS solutions, incorporating necessary provisions for data protection, service levels, and intellectual property rights. The document ensures alignment with UK legislative requirements and provides a comprehensive framework for ongoing software access and use.
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1. Parties: Identification of contracting parties including registered addresses
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. Subscription Terms: Duration, renewal, and termination provisions
6. Payment Terms: Fees, payment schedule, and pricing adjustments
7. Use Restrictions: Limitations on software use and prohibited activities
8. Intellectual Property Rights: Ownership and protection of IP
9. Confidentiality: Protection of confidential information
1. Service Level Agreement: Include when specific performance metrics are required for enterprise-level agreements
2. Professional Services: Additional services like implementation or training for complex software deployments
3. Data Processing Terms: Detailed data protection obligations when personal data processing is involved
1. Schedule 1 - Software Description: Detailed description of licensed software and features
2. Schedule 2 - Subscription Fees: Detailed pricing structure and payment terms
3. Schedule 3 - Service Levels: Performance metrics and service standards
4. Schedule 4 - Support Services: Details of technical support and maintenance
5. Appendix A - Acceptable Use Policy: Rules and guidelines for software usage
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