The White Label Software Licence Agreement is essential for businesses looking to leverage existing software solutions under their own brand identity. This agreement, governed by English and Welsh law, provides comprehensive coverage of licensing terms, rebranding rights, technical specifications, and commercial arrangements. It's particularly relevant in today's digital economy where companies seek to expand their product offerings without investing in new software development. The agreement addresses critical aspects including intellectual property protection, service level commitments, data protection compliance, and territory restrictions.
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1. Parties: Identification of licensor and licensee with full legal details
2. Background: Context of the agreement and brief description of the software and white labelling arrangement
3. Definitions: Key terms used throughout the agreement including Software, White Label Rights, Territory, etc.
4. Grant of Licence: Scope of rights granted, including white labelling permissions and restrictions
5. Intellectual Property Rights: Ownership and protection of IP rights in the software
6. Payment Terms: Licence fees, payment schedule, and related financial terms
7. Warranties and Representations: Standard warranties regarding software ownership, performance, and compliance
8. Term and Termination: Duration of agreement and termination provisions
9. Confidentiality: Protection of confidential information and trade secrets
10. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law
1. Service Level Agreement: Specific performance metrics and support requirements (use when ongoing support and maintenance is part of the arrangement)
2. Data Protection: GDPR and data protection compliance obligations (use when personal data processing is involved)
3. Territory Restrictions: Geographical limitations on use and distribution (use when licence is territory-specific)
4. Audit Rights: Rights to audit licensee's use of software (use for complex licensing arrangements or usage-based pricing)
1. Schedule 1 - Software Description: Detailed technical specifications of the software
2. Schedule 2 - Licence Fees: Detailed pricing structure and payment terms
3. Schedule 3 - Service Level Agreement: Detailed support and maintenance terms
4. Schedule 4 - Branding Guidelines: Requirements for white labelling and rebranding
5. Schedule 5 - Technical Requirements: Minimum system requirements and technical specifications
6. Appendix A - Approved Territory List: List of territories where software can be used/distributed
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