White Label Software License Agreement for Nigeria

White Label Software License Agreement Template for Nigeria

A comprehensive legal agreement governed by Nigerian law that enables one party (the licensor) to grant another party (the licensee) the right to rebrand, market, and distribute their software solution under the licensee's own brand name. The agreement covers essential aspects including licensing terms, intellectual property rights, technical specifications, data protection compliance under NDPR, service levels, and commercial terms. It incorporates specific provisions required by Nigerian legislation, including cybersecurity requirements under the Cybercrimes Act and regulatory compliance with NITDA guidelines.

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What is a White Label Software License Agreement?

The White Label Software License Agreement is essential for businesses in Nigeria seeking to leverage existing software solutions under their own brand. This agreement type is commonly used when a company wants to offer software services without investing in development from scratch, particularly in the growing Nigerian technology sector. The document ensures compliance with Nigerian regulations including the NDPR, Cybercrimes Act, and NITDA requirements while covering crucial aspects such as licensing rights, technical specifications, service levels, and commercial terms. It's particularly relevant given Nigeria's expanding digital economy and the increasing demand for localized software solutions. The agreement protects both parties' interests while facilitating technology transfer and business growth in the Nigerian market.

What sections should be included in a White Label Software License Agreement?

1. Parties: Identification of licensor and licensee with full legal names and addresses

2. Background: Context of the agreement, brief description of the software, and purpose of white labeling

3. Definitions and Interpretation: Definitions of key terms including Software, White Label Rights, Territory, and Intellectual Property Rights

4. Grant of License: Scope of license, white labeling rights, and usage permissions

5. White Label Rights and Obligations: Specific rights and restrictions regarding rebranding, modification, and distribution

6. License Fees and Payment Terms: Financial terms, payment schedule, and pricing structure

7. Intellectual Property Rights: Ownership of IP, protection measures, and infringement procedures

8. Technical Requirements and Support: Software specifications, maintenance, updates, and support services

9. Data Protection and Security: Compliance with NDPR and security requirements

10. Confidentiality: Protection of confidential information and trade secrets

11. Warranties and Representations: Standard warranties regarding software functionality and IP rights

12. Limitation of Liability: Liability caps and exclusions

13. Term and Termination: Duration, renewal, and termination provisions

14. Post-Termination Obligations: Obligations and rights after agreement ends

15. General Provisions: Standard clauses including governing law, dispute resolution, and notices

What sections are optional to include in a White Label Software License Agreement?

1. Service Level Agreement: Detailed service levels and performance metrics - include if specific performance standards are required

2. Marketing and Promotion: Rules for marketing the white-labeled software - include if joint marketing is contemplated

3. Territory Restrictions: Geographical limitations on distribution - include if license is territory-specific

4. Source Code Escrow: Source code deposit and access conditions - include if source code access might be needed

5. Professional Services: Additional implementation or customization services - include if professional services are part of the deal

6. Audit Rights: Right to audit usage and compliance - include for high-value or high-risk licenses

7. Insurance Requirements: Specific insurance obligations - include for high-value agreements or where required by regulation

8. Change Control: Process for managing changes to software - include if frequent modifications are expected

What schedules should be included in a White Label Software License Agreement?

1. Schedule 1 - Software Description: Detailed description of the software, features, and functionality

2. Schedule 2 - Technical Specifications: Technical requirements, integration specifications, and performance parameters

3. Schedule 3 - Service Level Agreement: Detailed service levels, support hours, and response times

4. Schedule 4 - Fee Schedule: Detailed pricing, payment terms, and fee calculations

5. Schedule 5 - Acceptable Use Policy: Rules and restrictions for software use and distribution

6. Schedule 6 - Data Processing Agreement: NDPR compliance requirements and data handling procedures

7. Appendix A - Branding Guidelines: Requirements and restrictions for white labeling and rebranding

8. Appendix B - Support and Maintenance Services: Detailed description of support and maintenance obligations

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

Nigeria

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Financial Services

Telecommunications

Healthcare

E-commerce

Professional Services

Education

Banking

Insurance

Digital Marketing

Consulting

Retail

Relevant Teams

Legal

Information Technology

Sales

Business Development

Compliance

Product Development

Operations

Procurement

Risk Management

Commercial

Technical Support

Partner Relations

Relevant Roles

Chief Technology Officer

Legal Counsel

Commercial Director

Software Licensing Manager

Business Development Manager

Product Manager

Compliance Officer

IT Director

Chief Information Officer

Operations Manager

Partnership Manager

Sales Director

Technical Account Manager

Risk Manager

Procurement 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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