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Source Code License Agreement for the Netherlands

Source Code License Agreement Template for Netherlands

A comprehensive legal agreement governed by Dutch law that establishes the terms and conditions under which source code is licensed from one party to another. This document details the scope of the license, usage rights, restrictions, intellectual property protections, and obligations of both parties. It incorporates specific provisions of Dutch copyright law and EU software regulations, including requirements for code modification, distribution rights, and confidentiality obligations. The agreement addresses technical specifications, maintenance requirements, and compliance with Dutch and EU data protection regulations where applicable.

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Source Code License Agreement

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What is a Source Code License Agreement?

The Source Code License Agreement is essential when one party wishes to grant another party access to and rights to use proprietary source code under Dutch law. This document is typically used when companies need to share source code for business purposes, such as software integration, development of compatible products, or customization of existing solutions. The agreement must comply with Dutch civil law requirements and EU regulations, particularly regarding software protection and data privacy. It includes detailed provisions on intellectual property rights, permitted modifications, distribution limitations, and confidentiality obligations. This type of agreement is crucial for protecting the licensor's intellectual property while providing the licensee with necessary rights to utilize the source code for specified purposes.

What sections should be included in a Source Code License Agreement?

1. Parties: Identification of the licensor and licensee, including full legal names and registered addresses

2. Background: Context of the agreement, relationship between parties, and purpose of the license

3. Definitions: Defined terms including 'Source Code', 'Intellectual Property Rights', 'Derivative Works', etc.

4. License Grant: Scope and nature of the license, including territory, duration, and whether exclusive or non-exclusive

5. License Restrictions: Specific limitations on use, modification, and distribution of the source code

6. Intellectual Property Rights: Ownership of IP, including modifications and derivative works

7. Confidentiality: Protection of source code and related confidential information

8. Warranties and Representations: Warranties regarding ownership, non-infringement, and code quality

9. Liability and Indemnification: Limitations of liability and indemnification obligations

10. Term and Termination: Duration of agreement, termination rights, and post-termination obligations

11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, etc.

What sections are optional to include in a Source Code License Agreement?

1. Payment Terms: Required for paid licenses, including license fees, payment schedule, and payment methods

2. Maintenance and Support: Include if ongoing maintenance or technical support is part of the agreement

3. Security Requirements: Specific security measures for handling and storing the source code

4. Audit Rights: Right to audit licensee's use of source code, particularly relevant for commercial licenses

5. Escrow Provisions: Terms for source code escrow if required for business continuity

6. Export Control: Required if software is subject to export control regulations

7. Data Protection: Required if source code processes personal data or if GDPR compliance is relevant

8. Sublicensing Rights: Include if licensee is permitted to sublicense the source code

9. Performance Requirements: Include if specific performance standards must be maintained

What schedules should be included in a Source Code License Agreement?

1. Schedule 1 - Licensed Source Code: Detailed description of the source code being licensed, including version numbers and components

2. Schedule 2 - Technical Specifications: Technical requirements, dependencies, and development environment specifications

3. Schedule 3 - Documentation: List of accompanying documentation, user manuals, and technical guides

4. Schedule 4 - License Fees: Detailed breakdown of license fees and payment schedule (if applicable)

5. Schedule 5 - Maintenance Services: Description of maintenance and support services (if applicable)

6. Schedule 6 - Security Requirements: Detailed security protocols and requirements

7. Schedule 7 - Approved Sublicensees: List of approved sublicensees (if applicable)

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 | Serial Founder & Legal AI Author

Jurisdiction

Netherlands

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions




































Clauses




























Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare Technology

Manufacturing

Telecommunications

E-commerce

Gaming and Entertainment

Automotive

Industrial Automation

Aerospace and Defense

Educational Technology

Professional Services

Relevant Teams

Legal

Software Development

Information Technology

Compliance

Procurement

Engineering

Product Development

Information Security

Contract Management

Research & Development

Technical Operations

Enterprise Architecture

Relevant Roles

Chief Technology Officer

Software Development Manager

Legal Counsel

Intellectual Property Attorney

Software Engineer

Systems Architect

IT Director

Compliance Officer

Technical Project Manager

Product Manager

Chief Information Officer

Procurement Manager

Contract Manager

Head of Engineering

Software Licensing Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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