The Software Sales Agreement is designed for use in England and Wales when a software vendor wishes to sell or license their software products to customers. This comprehensive agreement addresses crucial aspects of software transactions, including licensing terms, implementation requirements, maintenance provisions, and compliance with UK data protection laws. It provides essential protection for both parties by clearly defining rights, obligations, and remedies while ensuring alignment with relevant technology legislation and industry standards.
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1. Parties: Identification and details of the contracting parties including registered addresses and company numbers
2. Background: Context of the agreement, including brief description of the software and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including Software, Documentation, Intellectual Property Rights, etc.
4. License Grant: Scope and terms of software license, including usage restrictions and permitted users
5. Payment Terms: Pricing, payment schedule, invoicing terms and conditions including late payment provisions
6. Delivery and Installation: Terms regarding software delivery, installation requirements and acceptance testing
7. Intellectual Property Rights: Ownership and protection of IP, including third-party rights and infringement provisions
8. Warranties: Software warranties, performance guarantees and disclaimer of warranties
9. Limitation of Liability: Liability caps, exclusions and indemnification provisions
10. Term and Termination: Duration of agreement, renewal terms and termination rights
11. Confidentiality: Protection of confidential information and trade secrets
12. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Professional Services: Additional implementation, configuration, and training services when provided beyond basic software
2. Service Level Agreement: Performance metrics, support levels, and response times for ongoing maintenance
3. Data Processing Agreement: Specific terms for handling personal data under UK GDPR when software processes personal data
4. Change Control: Process for managing changes to software or services in complex implementations
5. Source Code Escrow: Terms for source code escrow arrangements when agreed between parties
1. Schedule 1 - Software Description: Detailed specifications of the software, including features and functionality
2. Schedule 2 - Price List: Detailed pricing information, payment schedule and any volume discounts
3. Schedule 3 - Service Level Agreement: Detailed support and maintenance terms, including response times and service credits
4. Schedule 4 - Technical Requirements: Hardware, system and network requirements for software operation
5. Schedule 5 - Acceptance Testing: Testing criteria, procedures and acceptance sign-off requirements
6. Schedule 6 - Data Processing Terms: Detailed data protection obligations and processing requirements under UK GDPR
Relevant legal definitions
Acceptance
Acceptance Criteria
Acceptance Tests
Affiliate
Agreement
Business Day
Charges
Confidential Information
Customer
Customer Data
Data Protection Laws
Documentation
Effective Date
Force Majeure Event
Initial Term
Intellectual Property Rights
License
License Fee
License Term
Maintenance Services
Personal Data
Professional Services
Renewal Term
Service Level Agreement
Software
Software Updates
Software Upgrades
Specification
Support Services
System Requirements
Term
Territory
Third Party Software
User
Virus
Working Hours
Acceptance Criteria
Acceptance Tests
Affiliate
Agreement
Business Day
Charges
Confidential Information
Customer
Customer Data
Data Protection Laws
Documentation
Effective Date
Force Majeure Event
Initial Term
Intellectual Property Rights
License
License Fee
License Term
Maintenance Services
Personal Data
Professional Services
Renewal Term
Service Level Agreement
Software
Software Updates
Software Upgrades
Specification
Support Services
System Requirements
Term
Territory
Third Party Software
User
Virus
Working Hours
Clauses
License Grant
Intellectual Property Rights
Payment Terms
Delivery and Installation
Acceptance Testing
Warranties
Support and Maintenance
Service Levels
Confidentiality
Data Protection
Security Requirements
Limitation of Liability
Indemnification
Term and Termination
Force Majeure
Assignment and Subcontracting
Audit Rights
Change Control
Dispute Resolution
Governing Law and Jurisdiction
Entire Agreement
Third Party Rights
Notice Requirements
Anti-Bribery and Corruption
Export Control
Insurance
Business Continuity
Escrow Arrangements
Non-Solicitation
Severability
Intellectual Property Rights
Payment Terms
Delivery and Installation
Acceptance Testing
Warranties
Support and Maintenance
Service Levels
Confidentiality
Data Protection
Security Requirements
Limitation of Liability
Indemnification
Term and Termination
Force Majeure
Assignment and Subcontracting
Audit Rights
Change Control
Dispute Resolution
Governing Law and Jurisdiction
Entire Agreement
Third Party Rights
Notice Requirements
Anti-Bribery and Corruption
Export Control
Insurance
Business Continuity
Escrow Arrangements
Non-Solicitation
Severability
Relevant Industries
Relevant Teams
Relevant Roles
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