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Software License And Maintenance Agreement Template for Ireland

A comprehensive legal agreement governed by Irish law that establishes the terms and conditions for software licensing and ongoing maintenance services. The document combines software licensing provisions with maintenance and support obligations, ensuring compliance with Irish and EU regulations including GDPR, consumer protection laws, and electronic commerce regulations. It details the rights and responsibilities of both the software provider and the customer, covering aspects such as license scope, usage restrictions, maintenance services, service levels, fees, and intellectual property rights protection.

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What is a Software License And Maintenance Agreement?

The Software License And Maintenance Agreement is essential for organizations deploying software solutions in Ireland, combining software licensing rights with ongoing maintenance and support services. This document is particularly crucial in the Irish business environment, where compliance with both domestic and EU regulations is mandatory. It should be used when a business is either providing or acquiring software that requires ongoing support and maintenance, typically in commercial settings where the software is critical to business operations. The agreement addresses key areas such as GDPR compliance, consumer protection requirements, and electronic commerce regulations while incorporating specific Irish legal requirements. It provides comprehensive coverage of intellectual property rights, service level commitments, and risk allocation between parties, making it suitable for both standard software deployments and complex enterprise solutions.

What sections should be included in a Software License And Maintenance Agreement?

1. Parties: Identification of the licensor and licensee with full legal details

2. Background: Context of the agreement and brief description of the software and maintenance services

3. Definitions: Definitions of key terms used throughout the agreement

4. License Grant: Scope and nature of the software license, including usage rights and restrictions

5. License Fees: Payment terms for the software license, including payment schedule and method

6. Maintenance Services: Description of maintenance and support services to be provided

7. Service Levels: Performance standards and response times for maintenance services

8. Maintenance Fees: Payment terms for maintenance services, including annual fees and increases

9. Intellectual Property Rights: Protection of IP rights and ownership of software and modifications

10. Confidentiality: Protection of confidential information shared between parties

11. Data Protection: GDPR compliance and data processing obligations

12. Warranties: Software and service warranties provided by the licensor

13. Liability and Indemnification: Limitation of liability and indemnification obligations

14. Term and Termination: Duration of agreement and termination rights

15. Post-Termination: Obligations and rights after agreement termination

What sections are optional to include in a Software License And Maintenance Agreement?

1. Source Code Escrow: Terms for source code escrow arrangement, used when licensee requires business continuity protection

2. Professional Services: Additional implementation or consulting services, included when professional services are part of the deal

3. Training: Training obligations and terms, included when training services are provided

4. Disaster Recovery: Disaster recovery and business continuity provisions, important for business-critical software

5. Third-Party Software: Terms relating to third-party software components, needed when solution includes third-party elements

6. Export Control: Export control compliance, required for international licensing

7. Competition Law Compliance: Specific provisions ensuring compliance with competition laws, important for dominant market players

8. Change Control: Process for managing changes to services or software, useful for complex implementations

What schedules should be included in a Software License And Maintenance Agreement?

1. Schedule 1 - Licensed Software: Detailed description of licensed software, modules, and components

2. Schedule 2 - Technical Specifications: Technical specifications and performance requirements of the software

3. Schedule 3 - Maintenance Services: Detailed description of maintenance and support services

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

5. Schedule 5 - Fee Schedule: Detailed breakdown of license and maintenance fees

6. Schedule 6 - Implementation Plan: Timeline and milestones for software implementation

7. Schedule 7 - Acceptable Use Policy: Rules and restrictions for software use

8. Appendix A - Technical Contact Details: Contact information for technical support and escalations

Authors

Alex Denne

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

Jurisdiction

Ireland

Publisher

Ƶ

Document Type

License Agreement

Cost

Free to use

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