Standard Software Licence Agreement for the United Kingdom

Standard Software Licence Agreement Template for England and Wales

A Standard Software Licence Agreement under English and Welsh law is a legally binding contract that governs the terms and conditions under which software can be used by the licensee. It establishes the scope of the licence, usage rights, restrictions, warranties, and obligations of both parties. The agreement includes provisions for intellectual property protection, liability limitations, and compliance with UK data protection regulations. It serves as the primary document controlling the relationship between software providers and their clients in the UK jurisdiction.

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What is a Standard Software Licence Agreement?

The Standard Software Licence Agreement is essential for any software deployment in the UK market. This agreement outlines the terms under which software can be used, modified, or distributed, ensuring compliance with English and Welsh law. It protects both the licensor's intellectual property rights and the licensee's usage rights, while addressing crucial aspects such as data protection, security requirements, and service levels. The document is particularly important in today's digital economy where software licensing forms a cornerstone of many business operations.

What sections should be included in a Standard Software Licence Agreement?

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 including Software, Documentation, Intellectual Property Rights, and License Fees

4. Licence Grant: Scope, nature, and limitations of the software licence, including usage rights and restrictions

5. Licence Fees: Payment terms, conditions, and fee structure for the software license

6. Intellectual Property Rights: Ownership and protection of IP rights, including restrictions on modification and reverse engineering

7. Warranties and Limitations: Software warranties, disclaimers, and liability limitations

8. Term and Termination: Duration of the agreement, renewal terms, and termination provisions

What sections are optional to include in a Standard Software Licence Agreement?

1. Service Level Agreement: Performance standards, support levels, and response times for software maintenance and support

2. Data Protection: GDPR compliance provisions and data processing obligations

3. Source Code Escrow: Arrangements for source code deposit and release conditions

4. Professional Services: Terms for implementation, training, and additional professional services

What schedules should be included in a Standard Software Licence Agreement?

1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the licensed software

2. Schedule 2 - Licence Fees: Detailed pricing structure, payment terms, and fee calculations

3. Schedule 3 - Service Level Agreement: Detailed performance metrics, support arrangements, and service credits

4. Schedule 4 - Acceptable Use Policy: Detailed rules and restrictions for software usage and access

5. Schedule 5 - Data Processing Agreement: Detailed data protection obligations, procedures, and safeguards

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

England and Wales

Publisher

Genie AI

Document Type

License Agreement

Cost

Free to use
Clauses
Industries

Copyright, Designs and Patents Act 1988: Primary legislation governing software protection as literary work, defining rights of copyright holders, duration of protection, and permitted acts/limitations

Consumer Rights Act 2015: Regulates B2C contracts including digital content quality, fitness for purpose, consumer remedies, and unfair contract terms

Data Protection Act 2018 and UK GDPR: Governs data processing requirements, data protection principles, cross-border data transfers, and privacy requirements

Computer Misuse Act 1990: Addresses unauthorized access, security requirements, and modification of computer material

Electronic Commerce Regulations 2002: Covers information requirements and electronic contracting provisions for digital commerce

Contract Law Framework: Includes Unfair Contract Terms Act 1977, Misrepresentation Act 1967, and common law principles of contract formation

Competition Law: Encompasses Competition Act 1998 and Enterprise Act 2002, governing anti-competitive provisions

Export Control Order 2008: Regulates software exports, particularly those containing encryption, and international trade restrictions

Intellectual Property Framework: Includes Trade Marks Act 1994, Patents Act 1977, and protection of trade secrets/technical know-how

Consumer Protection from Unfair Trading Regulations 2008: Protects against misleading actions/omissions and aggressive commercial practices in B2C relationships

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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