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Digital Licensing Agreement Template for England and Wales

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Key Requirements PROMPT example:

Digital Licensing Agreement

"I need a Digital Licensing Agreement for my software company to license our new AI analytics platform to enterprise customers in the UK, with specific provisions for data protection and source code protection, starting from March 2025."

Document background
The Digital Licensing Agreement is essential for businesses engaging in the distribution or use of digital content, software, or intellectual property in the UK. This agreement, governed by English and Welsh law, provides a comprehensive framework for protecting intellectual property rights while enabling controlled usage of digital assets. It addresses key aspects such as usage rights, territorial restrictions, payment terms, and compliance with UK regulations including GDPR and e-commerce laws. The agreement is particularly relevant in today's digital economy where licensing of digital content and software has become increasingly common.
Suggested Sections

1. Parties: Details of the licensor and licensee including registered addresses and company numbers

2. Background: Context of the agreement and brief description of the digital content being licensed

3. Definitions: Key terms used throughout the agreement including 'Licensed Content', 'Intellectual Property Rights', 'Territory'

4. Grant of License: Scope of the license, including territory, duration, and usage rights

5. Payment Terms: License fees, payment schedule, and related financial terms

6. Intellectual Property Rights: Ownership assertions and IP protection measures

7. Warranties and Representations: Standard warranties from both parties

8. Term and Termination: Duration of agreement and termination provisions

Optional Sections

1. Service Levels: Technical performance requirements for software or platform licensing

2. Data Protection: GDPR compliance provisions for agreements involving personal data processing

3. Source Code Escrow: Source code protection provisions for software licensing where source code access might be needed

4. Territory Restrictions: Specific geographical limitations for territorially restricted licenses

Suggested Schedules

1. Schedule 1 - Licensed Content: Detailed description of licensed digital content

2. Schedule 2 - Technical Specifications: Technical requirements and specifications

3. Schedule 3 - Fee Schedule: Detailed breakdown of fees and payment terms

4. Schedule 4 - Service Level Agreement: Detailed service levels and performance metrics

5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

































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Industries

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights in the UK, particularly relevant for protecting software, digital content, and creative works

Trade Marks Act 1994: Legislation protecting brands and marks that may be licensed as part of digital products or services

Database Right Regulations: Retained EU law protecting rights in databases, crucial for digital content licensing involving structured data collections

Unfair Contract Terms Act 1977: Key legislation governing the fairness and enforceability of contract terms, including limitations of liability

Consumer Rights Act 2015: Comprehensive legislation protecting consumer rights, particularly relevant for B2C digital licensing

UK GDPR: Post-Brexit data protection regulation governing the processing of personal data in the UK

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Privacy and Electronic Communications Regulations (PECR): Specific rules for privacy in electronic communications, relevant for digital services

Electronic Commerce (EC Directive) Regulations 2002: Regulations governing electronic commerce and digital service provision

Electronic Communications Act 2000: Legislation providing legal framework for electronic signatures and electronic commerce

Consumer Protection from Unfair Trading Regulations 2008: Protects consumers from unfair practices in digital trading and licensing

Consumer Contracts Regulations 2013: Governs distance selling and digital contracts with consumers, including cancellation rights

Competition Act 1998: Ensures fair competition in markets, including digital licensing arrangements

Enterprise Act 2002: Additional competition law framework affecting business practices and market regulation

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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