Software Sublicense Agreement Template for Belgium

A Software Sublicense Agreement is essential when a licensed software user needs to grant usage rights to third parties while maintaining compliance with the original license terms. This document is particularly relevant in Belgian jurisdiction where specific provisions of the Code of Economic Law and EU regulations govern software licensing and distribution. The agreement typically includes detailed terms about intellectual property rights, usage limitations, technical specifications, support obligations, and data protection requirements under GDPR. It's commonly used by software resellers, distributors, and enterprises that need to extend software access to subsidiaries or clients. The document must carefully balance the rights granted under the master license with the restrictions imposed on sublicensees, while ensuring compliance with Belgian contract law and EU software licensing directives.

1. Parties: Identification of the sublicensor and sublicensee, including registered addresses and company details

2. Background: Context of the agreement, including reference to the master license and authority to sublicense

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules

4. Grant of Sublicense: Scope of the sublicense, including territory, term, and whether exclusive or non-exclusive

5. License Restrictions: Specific limitations on use, copying, modification, and distribution of the software

6. Intellectual Property Rights: Acknowledgment of IP ownership and protection of rights

7. Payment Terms: License fees, payment schedule, and payment methods

8. Delivery and Installation: Terms regarding software delivery, installation process, and acceptance criteria

9. Maintenance and Support: Terms of technical support, updates, and maintenance services

10. Warranties and Representations: Standard warranties regarding software functionality and authority to sublicense

11. Data Protection: GDPR compliance requirements and data processing terms

12. Confidentiality: Protection of confidential information exchanged under the agreement

13. Liability and Indemnification: Limitation of liability clauses and indemnification obligations

14. Term and Termination: Duration of agreement, renewal terms, and termination rights

15. Post-Termination Obligations: Obligations of parties after agreement termination

16. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law