Commercial Software License Agreement Template for Germany

The Commercial Software License Agreement is essential for businesses engaging in software licensing transactions under German law. It serves as the primary legal framework for software providers to grant usage rights while protecting their intellectual property. This document is particularly important in the German market where specific legal requirements around standard terms (AGB-Recht), copyright protection (UrhG), and data privacy (DSGVO) must be addressed. The agreement covers critical aspects such as license scope, fees, maintenance, warranties, and liability limitations, all structured to comply with German commercial law. It's designed for business-to-business transactions and includes necessary provisions for technical specifications, support obligations, and compliance requirements.

1. Parties: Identification of the licensor and licensee with full legal details

2. Background: Context of the agreement and brief description of the software

3. Definitions: Key terms used throughout the agreement, including Software, Documentation, Intellectual Property Rights, Licensed Users

4. License Grant: Scope of the license, including type (perpetual/term), territory, and usage rights

5. License Restrictions: Specific prohibitions and limitations on use of the software

6. License Fees and Payment: Financial terms, payment schedule, and consequences of non-payment

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

8. Intellectual Property Rights: Ownership of IP rights, protection measures, and infringement procedures

9. Warranties and Representations: Software performance warranties and legal compliance guarantees

10. Support and Maintenance: Basic support obligations and maintenance terms

11. Confidentiality: Protection of confidential information exchanged between parties

12. Data Protection: GDPR compliance and data processing terms

13. Limitation of Liability: Liability caps and exclusions in compliance with German law

14. Term and Termination: Duration, renewal, and termination provisions

15. Post-Termination Obligations: Actions required after agreement termination

16. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments