A Site Software Licence is essential when organizations need to deploy software at specific physical locations while maintaining control over usage and distribution. This agreement, governed by English and Welsh law, establishes the framework for software deployment, defines usage boundaries, and protects both licensor and licensee interests. It addresses critical aspects such as user limitations, maintenance responsibilities, and compliance requirements, making it particularly relevant for multi-site operations or location-specific software implementations.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the software
3. Definitions: Key terms used throughout the agreement
4. Grant of Licence: Scope and nature of the licence being granted, including permitted use and restrictions
5. Licence Fees: Payment terms and conditions for the software licence
6. Intellectual Property Rights: Ownership and protection of IP rights in the software and related materials
7. Warranties and Representations: Guarantees regarding software functionality, performance and IP rights
8. Term and Termination: Duration of the licence and circumstances for termination
9. Confidentiality: Protection of confidential information exchanged between parties
10. Limitation of Liability: Limits on liability and exclusions of damages
11. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Service Level Agreement: Performance standards, metrics and service level commitments
2. Data Processing: Obligations and requirements for processing personal data under applicable laws
3. Source Code Escrow: Arrangements for source code protection and access conditions
4. Security Requirements: Specific security measures and compliance requirements
5. Acceptance Testing: Procedures for testing and accepting the software
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software
2. Schedule 2 - Licence Fees: Detailed pricing structure and payment terms
3. Schedule 3 - Technical Support: Support and maintenance terms including service hours and response times
4. Schedule 4 - Service Levels: Detailed performance metrics, measurement methods and remedies
5. Schedule 5 - Acceptable Use Policy: Guidelines and restrictions for software usage
Relevant legal definitions
Acceptance Tests
Affiliate
Authorised Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Error
Fees
Force Majeure Event
Initial Term
Intellectual Property Rights
Licence
Licensed Site
Maintenance Release
New Version
Normal Business Hours
Operating Environment
Personal Data
Site Manager
Software
Source Code
Specification
Support Hours
Support Services
System Requirements
Term
Territory
Third Party Software
Update
Upgrade
User Acceptance Testing
Virus
Vulnerability
Affiliate
Authorised Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Error
Fees
Force Majeure Event
Initial Term
Intellectual Property Rights
Licence
Licensed Site
Maintenance Release
New Version
Normal Business Hours
Operating Environment
Personal Data
Site Manager
Software
Source Code
Specification
Support Hours
Support Services
System Requirements
Term
Territory
Third Party Software
Update
Upgrade
User Acceptance Testing
Virus
Vulnerability
Clauses
Grant of Licence
Licence Restrictions
Delivery and Installation
Acceptance Testing
Licence Fees
Payment Terms
Intellectual Property Rights
Software Warranty
Technical Support
Maintenance Services
Service Levels
Site Access
User Limitations
Confidentiality
Data Protection
Security Requirements
Audit Rights
Indemnification
Limitation of Liability
Force Majeure
Term and Termination
Exit Management
Assignment and Subcontracting
Notices
Dispute Resolution
Governing Law
Entire Agreement
Variation
Severability
Third Party Rights
Source Code Escrow
Export Controls
Disaster Recovery
Business Continuity
Licence Restrictions
Delivery and Installation
Acceptance Testing
Licence Fees
Payment Terms
Intellectual Property Rights
Software Warranty
Technical Support
Maintenance Services
Service Levels
Site Access
User Limitations
Confidentiality
Data Protection
Security Requirements
Audit Rights
Indemnification
Limitation of Liability
Force Majeure
Term and Termination
Exit Management
Assignment and Subcontracting
Notices
Dispute Resolution
Governing Law
Entire Agreement
Variation
Severability
Third Party Rights
Source Code Escrow
Export Controls
Disaster Recovery
Business Continuity
Relevant Industries
Relevant Teams
Relevant Roles
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