The date of this Agreement is [Day] of [Month], 20[Year] (the “Signing Date”)
This is an agreement between:
- [Purchaser Name] of [Address] (“I/We/Us” in this Agreement); and
- [Licensor Name] of [Address] (“You” in this Agreement).
This is an Agreement for the licence of some Software to Us by You.
The Agreement consists of sections 3-12 below, together with a Schedule, which sets out some of the main commercial points We have agreed with You.
The Software is defined in the Schedule. So is the amount of time for which We may use the Software (“the Term”) and the countries in which We can use it (“the Territory”).
The Schedule also contains a list of the rights You are granting Us in the Software (“the Rights”) and any restrictions on the Rights (for example whether We need your approval to exercise some of the Rights). The Schedule also sets out any specific products (“Products”) with which We are allowed to use the Software. You agree to grant Us the Rights during the Term and in the Territory non-exclusively, which means that You can also grant those Rights to other people. You agree that We can in turn grant the Rights to other people (“Third Parties”) and We agree to make sure they comply with the terms of this Agreement.
In addition the Schedule describes how We will pay You for the Rights. The payment will consist of the amount in the Schedule headed “Payment”, plus a royalty (“the Royalty”). The Schedule describes how the Royalty will be calculated.
We need You to deliver to Us certain materials relating to the Software, and there is a list of those Materials in the Schedule together with the date by which We need them and the format in which they need to be delivered. You agree to comply with the delivery requirements for the Materials in the Schedule.
In some places this Agreement talks about both You and Us being “reasonable”. Where that expression is used it means that each of us must behave in the way that an ordinary person unconnected with our businesses would agree was reasonable.
Delivery of Materials
- 3.1 You agree to deliver the Materials to Us at your cost. It’s important to Us that the Materials are of a high professional standard, so if in our reasonable view they are not, We will inform You in writing, telling You what is wrong with them. You must then re-deliver those Materials at your cost, correcting the defect(s) that We identified.
- 3.2 It’s also important to Us that all Materials are delivered by You to Us fully cleared. This means that We will not have to pay anybody other than You to use either the Materials or the Software, and We will not need anybody’s consent other than yours to exercise the Rights in the Software which You have granted to Us.
Also in this document
5. Right to examine our books and records
6. Customer Data
7. Our Warranties
8. Your Warranties