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Software Vendor Contract for the United Kingdom

Software Vendor Contract Template for England and Wales

A Software Vendor Contract governed by English and Welsh law is a legally binding agreement that establishes the terms and conditions for the licensing, implementation, and ongoing use of software products. This document covers essential aspects including intellectual property rights, data protection obligations, service levels, maintenance support, and liability limitations. It ensures compliance with UK legislation including the Data Protection Act 2018, Consumer Rights Act 2015, and relevant software licensing laws.

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What is a Software Vendor Contract?

The Software Vendor Contract is designed for use when establishing a formal relationship between software providers and their customers. This agreement, governed by English and Welsh law, details the terms of software licensing, usage rights, support services, and compliance requirements. It incorporates essential provisions for data protection, intellectual property rights, and service level commitments while ensuring alignment with UK regulatory requirements and industry standards.

What sections should be included in a Software Vendor Contract?

1. Parties: Identification of contracting parties including registered addresses and company numbers

2. Background: Context of the agreement and high-level description of services

3. Definitions: Key terms used throughout the agreement

4. License Grant: Scope and terms of software license

5. Fees and Payment: Payment terms, pricing, and invoicing arrangements

6. Intellectual Property Rights: Ownership and protection of IP

7. Data Protection: GDPR compliance and data handling obligations

8. Confidentiality: Protection of confidential information

9. Term and Termination: Duration and termination provisions

What sections are optional to include in a Software Vendor Contract?

1. Professional Services: Additional implementation and consulting services beyond software licensing

2. Service Levels: Performance metrics and remedies for SaaS or hosted solutions

3. Source Code Escrow: Source code protection arrangements for business-critical applications

4. Export Controls: Compliance with export regulations for international deployments

What schedules should be included in a Software Vendor Contract?

1. Software Description: Detailed description of licensed software

2. Service Level Agreement: Detailed performance metrics and remedies

3. Support and Maintenance: Support levels and maintenance terms

4. Pricing Schedule: Detailed pricing structure and payment terms

5. Data Processing Agreement: Detailed data protection obligations

6. Technical Requirements: System requirements and specifications

Authors

Alex Denne

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

Jurisdiction

England and Wales

Publisher

Genie AI

Document Type

Vendor Agreement

Cost

Free to use

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