Open Source Software Agreement Template for England and Wales

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Key Requirements PROMPT example:

Open Source Software Agreement

"I need an Open Source Software Agreement for my machine learning library that I want to release by March 2025, ensuring others can use and modify the code while protecting my intellectual property rights and limiting my liability under English law."

Document background
The Open Source Software Agreement is essential for developers and organizations releasing software under open source principles in the UK. It provides legal protection while ensuring software can be freely used, modified, and shared. This agreement addresses key aspects such as copyright protection, liability limitations, and user obligations under English and Welsh law. It's particularly important for maintaining transparency in software distribution and protecting both the creators' and users' interests while promoting collaborative development.
Suggested Sections

1. Parties: Identification of the licensor and scope of potential licensees

2. Background: Context of the software and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including software, license, modification, distribution, and source code definitions

4. License Grant: Scope and nature of the open source license, including rights to use, modify, and distribute

5. Copyright Notice: Statement of ownership and copyright retention

6. Distribution Rights: Terms and conditions for redistribution of the software and modifications

7. Attribution Requirements: Requirements for acknowledging original authors and maintaining copyright notices

8. Disclaimer of Warranty: Standard warranty disclaimers and limitations of liability

9. Termination: Conditions under which the license may be terminated and consequences of termination

Optional Sections

1. Patent Grant: Patent rights granted under the license, including patent non-assertion provisions

2. Contribution Guidelines: Rules and procedures for submitting contributions to the software

3. Commercial Use Provisions: Specific terms and conditions applying to commercial usage of the software

4. Export Control: Compliance requirements with export control laws and regulations

5. Data Protection: Provisions relating to data protection and privacy compliance

Suggested Schedules

1. Schedule 1 - Software Description: Detailed description of the software components covered by the agreement

2. Schedule 2 - Third-Party Components: List of third-party software components and their respective licenses

3. Schedule 3 - Compatible Licenses: List of open source licenses compatible with this agreement

4. Appendix A - Acceptable Use Policy: Guidelines and restrictions for acceptable use of the software

5. Appendix B - Contributing Guidelines: Detailed procedures and standards for contributing to the software

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

Clauses
Industries

Copyright, Designs and Patents Act 1988: Core UK legislation protecting software as literary work, establishing author's rights, moral rights, and governing license grant provisions

Consumer Rights Act 2015: Legislation governing consumer protection, including terms regarding software quality, fitness for purpose, and protection against unfair contract terms

Data Protection Act 2018 and UK GDPR: Legal framework for data protection, covering software that processes personal data, data protection obligations, and privacy requirements

Computer Misuse Act 1990: Legislation addressing computer security, unauthorized access, and related cybersecurity provisions

Contract Law Principles: Common law principles governing contract formation, consideration, and terms and conditions in English and Welsh law

Intellectual Property Laws: Framework covering patent rights, database rights, and trade secrets protection beyond copyright

EU Software Directive (as retained): Retained EU law governing software protection and licensing in UK post-Brexit

Competition Law: Legal framework preventing anti-competitive practices and illegal restrictions of trade in software licensing

Open Source Initiative Principles: Guidelines and requirements for open source licensing, including copyleft vs permissive licensing considerations and attribution requirements

International Copyright Conventions: International treaties and agreements governing cross-border copyright protection and licensing of software

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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