Software Development License for Germany

Software Development License Template for Germany

A comprehensive legal agreement governed by German law that establishes the terms and conditions for software development services and the subsequent licensing of the developed software. This document combines elements of both development services and licensing rights, incorporating specific requirements under German copyright law (Urheberrechtsgesetz), civil code (BGB), and data protection regulations (DSGVO). It details the development process, acceptance criteria, intellectual property rights, usage permissions, and ongoing maintenance obligations while ensuring compliance with German legal requirements for software contracts.

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What is a Software Development License?

The Software Development License Agreement is a critical legal instrument used when a company requires custom software development services and subsequent licensing rights under German jurisdiction. This document is essential when engaging software developers or development companies to create bespoke software solutions while establishing clear terms for its future use and exploitation. It addresses key aspects required under German law, including detailed specification requirements, acceptance procedures, warranty provisions under the BGB, and mandatory data protection compliance under the GDPR/DSGVO. The agreement is particularly important for protecting both parties' interests in complex software development projects, ensuring clear deliverables, establishing usage rights, and defining liability limitations within the framework of German commercial and technology law.

What sections should be included in a Software Development License?

1. Parties: Identification and details of the contracting parties (licensor and licensee)

2. Background: Context of the agreement and general purpose of the software development and licensing arrangement

3. Definitions: Detailed definitions of technical terms, software components, and key concepts used throughout the agreement

4. License Grant: Scope and nature of the license, including usage rights, restrictions, and territory

5. Development Services: Details of software development services, including methodology, timelines, and deliverables

6. Acceptance Testing: Procedures and criteria for testing and accepting the developed software

7. Intellectual Property Rights: Ownership and protection of IP rights in the software and related materials

8. Payment Terms: License fees, development costs, payment schedule, and related financial terms

9. Warranties and Representations: Standard and software-specific warranties, including code quality and third-party rights

10. Liability and Indemnification: Limitation of liability and indemnification obligations under German law

11. Confidentiality: Protection of confidential information and trade secrets

12. Term and Termination: Duration of the agreement and termination rights

13. Data Protection: GDPR compliance and data processing obligations

14. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Software Development License?

1. Source Code Escrow: Optional provisions for source code escrow arrangements, recommended for business-critical applications

2. Maintenance and Support: Optional terms for ongoing maintenance and support services, if not covered in a separate agreement

3. Training and Documentation: Optional provisions for user training and documentation requirements

4. Service Levels: Optional SLA terms if specific performance metrics are required

5. Third-Party Components: Optional section dealing with third-party software components and their licenses

6. Export Control: Optional provisions for international usage and export compliance

7. Insurance: Optional requirements for insurance coverage

8. Non-Competition: Optional restrictions on competitive activities, subject to German competition law

What schedules should be included in a Software Development License?

1. Schedule 1 - Software Specification: Detailed technical specifications of the software to be developed

2. Schedule 2 - Development Milestones: Detailed timeline and deliverables for the development process

3. Schedule 3 - Acceptance Test Criteria: Specific criteria and procedures for acceptance testing

4. Schedule 4 - License Fees and Payment Schedule: Detailed breakdown of all fees and payment terms

5. Schedule 5 - Technical Requirements: Hardware and software requirements for the development and deployment

6. Appendix A - Data Processing Agreement: GDPR-compliant data processing terms if personal data is processed

7. Appendix B - Service Level Agreement: Detailed service levels and performance metrics if applicable

8. Appendix C - Third-Party Licenses: List and terms of third-party software licenses used in the development

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

Germany

Publisher

Genie AI

Document Type

License Agreement

Cost

Free to use
Relevant legal definitions
Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare

Manufacturing

E-commerce

Telecommunications

Automotive

Insurance

Banking

Retail

Education

Professional Services

Media and Entertainment

Relevant Teams

Legal

Information Technology

Software Development

Procurement

Compliance

Information Security

Project Management

Engineering

Product Development

Risk Management

Vendor Management

Technical Operations

Solution Architecture

Relevant Roles

Chief Technology Officer

Legal Counsel

Software Development Manager

IT Director

Procurement Manager

Contract Manager

Information Security Officer

Project Manager

Software Architect

Technology Consultant

Compliance Officer

IP Rights Manager

Chief Information Officer

Head of Engineering

Digital Transformation 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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