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Software License And Maintenance Agreement

Software License And Maintenance Agreement Template for Netherlands

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Key Requirements PROMPT example:

Software License And Maintenance Agreement

"I need a Software License and Maintenance Agreement for a cloud-based healthcare management system being licensed to Dutch hospitals, which must include strict data protection provisions and 24/7 maintenance support requirements with a 99.9% uptime guarantee."

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The Software License And Maintenance Agreement is a critical document used when a software provider wishes to license their software products and provide ongoing maintenance services to customers in the Netherlands or under Dutch law. This agreement combines two essential elements: the license grant that permits the use of the software under specific terms, and the maintenance provisions that ensure continued support and updates. It is particularly relevant in today's digital economy where software solutions require ongoing support and updates to maintain their value and functionality. The document needs to comply with Dutch civil law requirements, EU software directives, and data protection regulations, while also addressing practical aspects such as service levels, technical support, and update procedures. This agreement type is commonly used in both B2B and B2C contexts, though the terms and protections may vary significantly depending on the customer type.
Suggested Sections

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

2. Background: Context of the agreement, including brief description of the software and purpose of the license

3. Definitions: Defined terms used throughout the agreement, including Software, Documentation, Maintenance Services, Updates, etc.

4. License Grant: Scope of the software license, including type (perpetual/term), territory, and usage restrictions

5. License Restrictions: Specific prohibitions and limitations on use of the software

6. Delivery and Installation: Terms regarding software delivery, installation process, and acceptance testing

7. Maintenance Services: Description of maintenance services, including updates, patches, and technical support

8. Service Levels: Performance standards, response times, and service availability commitments

9. Fees and Payment: License fees, maintenance fees, payment terms, and invoicing procedures

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

11. Warranties: Software performance warranties, service level warranties, and warranty disclaimers

12. Liability and Indemnification: Limitation of liability, mutual indemnifications, and exclusions

13. Confidentiality: Protection of confidential information exchanged under the agreement

14. Term and Termination: Duration of agreement, renewal terms, and termination rights

15. Effects of Termination: Consequences of termination, including data return and software removal

16. General Provisions: Standard clauses including governing law, dispute resolution, and entire agreement

Optional Sections

1. Data Protection: Required when software processes personal data, covering GDPR compliance and data processing terms

2. Third-Party Software: Include when the software incorporates third-party components, describing associated terms and restrictions

3. Source Code Escrow: Optional section for critical software where source code escrow arrangements are required

4. Professional Services: Include when additional implementation or customization services are provided

5. Export Control: Required for software subject to export control regulations

6. Disaster Recovery: Important for business-critical software, detailing disaster recovery and business continuity provisions

7. Audit Rights: Include when licensor requires rights to audit licensee's use of the software

8. Training: Include when training services are part of the agreement

9. Cloud Services: Required when software includes cloud-based components or services

10. Security Requirements: Include for software handling sensitive data or requiring specific security measures

Suggested Schedules

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

2. Maintenance Service Levels: Detailed service level agreements, response times, and performance metrics

3. Fee Schedule: Detailed breakdown of license fees, maintenance fees, and payment schedule

4. Technical Requirements: Hardware, software, and network requirements for the software

5. Support Procedures: Detailed procedures for requesting and receiving technical support

6. Acceptance Testing: Acceptance testing procedures and criteria

7. Data Processing Agreement: Detailed terms for personal data processing in compliance with GDPR

8. Business Continuity Plan: Detailed disaster recovery and business continuity procedures

9. Security Standards: Detailed security requirements and standards to be maintained

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acceptance
Acceptance Tests
Affiliate
Authorized Users
Business Day
Business Hours
Confidential Information
Configuration
Critical Error
Customer Data
Customization
Data Protection Laws
Defect
Deliverables
Documentation
Effective Date
Emergency Maintenance
End User
Error
Fees
Force Majeure Event
Good Industry Practice
Hardware Requirements
Implementation Services
Initial Term
Installation
Intellectual Property Rights
License
License Fee
Licensed Software
Maintenance Fee
Maintenance Services
Maintenance Window
Major Release
Minor Release
Modifications
Normal Working Hours
Operating Environment
Patch
Personal Data
Professional Services
Response Time
Scheduled Maintenance
Security Requirements
Service Credits
Service Levels
Service Level Agreement
Software
Source Code
Specifications
Support Hours
Support Services
System Requirements
Term
Territory
Third-Party Software
Update
Upgrade
User Documentation
Virus
Warranty Period
Work Product
Clauses
License Grant
License Restrictions
Intellectual Property Rights
Delivery and Installation
Acceptance Testing
Maintenance Services
Support Services
Service Levels
Fees and Payment
Invoicing
Performance Warranties
Software Warranties
Liability Limitation
Indemnification
Confidentiality
Data Protection
Security Requirements
Force Majeure
Term and Duration
Termination Rights
Termination Consequences
Assignment
Subcontracting
Audit Rights
Insurance
Notice Requirements
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Severability
Third Party Rights
Amendment
Waiver
Force Majeure
Export Control
Anti-Corruption
Business Continuity
Change Control
Escrow
Personnel
Training
Documentation
Source Code
Disaster Recovery
Relevant Industries

Information Technology

Financial Services

Healthcare

Manufacturing

Retail

Telecommunications

Professional Services

Education

Government

Energy

Transportation

E-commerce

Media and Entertainment

Construction

Real Estate

Relevant Teams

Legal

Information Technology

Procurement

Information Security

Software Development

Operations

Commercial

Compliance

Technical Support

Service Delivery

Vendor Management

Product Management

Relevant Roles

Chief Technology Officer

IT Director

Legal Counsel

Procurement Manager

Software Development Manager

Commercial Director

Contracts Manager

Information Security Officer

Data Protection Officer

IT Service Manager

Solutions Architect

Software License Manager

Vendor Management Officer

Technical Operations Manager

Chief Information Officer

Head of Legal

Business Development Manager

Industries
Dutch Civil Code (Burgerlijk Wetboek): Provides the fundamental framework for contract law in the Netherlands, including formation, validity, and enforcement of contracts, as well as general terms and conditions provisions (particularly Book 6).
EU General Data Protection Regulation (GDPR): Regulates the processing of personal data and must be considered if the software processes personal data, including requirements for data processing agreements and international data transfers.
Dutch Copyright Act (Auteurswet): Governs software copyright protection and licensing rights in the Netherlands, including provisions specific to software and database rights.
Dutch Telecommunications Act (Telecommunicatiewet): Relevant if the software includes online services or electronic communication functionalities, particularly regarding privacy and security requirements.
EU Software Directive (2009/24/EC): Provides specific provisions for software protection in EU member states, including decompilation rights and interoperability requirements.
Services Act (Dienstenwet): Implements the EU Services Directive and may apply to software services provided within the EU.
Dutch Data Protection Implementation Act (Uitvoeringswet AVG): National implementation of the GDPR, providing specific Dutch requirements for data protection.
Consumer Protection Law (if B2C) (Wet koop op afstand): Applies if the software is licensed to consumers, providing mandatory consumer protection provisions including right of withdrawal.
Electronic Commerce Directive Implementation (Aanpassingswet richtlijn inzake elektronische handel): Relevant for software distributed or licensed electronically, covering electronic contracts and online service provider obligations.
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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