This Subscription Licence Agreement is designed for use under English and Welsh law when establishing ongoing subscription-based access to licensed materials. It is particularly relevant for software, content, and service providers who offer their products on a subscription basis. The agreement addresses essential elements including licence scope, subscription terms, payment structures, usage rights, and compliance with UK regulatory requirements. It provides a comprehensive framework for managing the relationship between licensor and licensee while protecting both parties' interests.
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1. Parties: Identifies the contracting parties and their legal details
2. Background: Sets out the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Licence Grant: Specifies the scope, nature, and limitations of the licence
5. Subscription Terms: Details subscription period, renewal, and termination conditions
6. Payment Terms: Outlines fees, payment schedule, and billing arrangements
7. Intellectual Property Rights: Establishes ownership and protection of IP
8. Confidentiality: Governs handling of confidential information
9. Limitation of Liability: Sets out liability caps and exclusions
10. Governing Law: Specifies applicable law and jurisdiction
1. Data Protection: Required if personal data is processed under UK GDPR and Data Protection Act 2018
2. Service Levels: Defines performance standards and metrics for software or platform subscriptions
3. Territory Restrictions: Defines geographical limitations of the licence
4. Technical Support: Details support services provided as part of the subscription
1. Schedule 1 - Subscription Fees: Detailed pricing structure and payment terms
2. Schedule 2 - Licensed Materials: Detailed description of licensed content or software
3. Schedule 3 - Service Level Agreement: Detailed performance metrics and standards
4. Schedule 4 - Technical Requirements: System requirements and technical specifications
5. Schedule 5 - Data Processing Agreement: Terms governing processing of personal data under UK GDPR
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