Source code licence agreement

Price:  £24.50(Inc. 20% VAT)(£20.42 Exc. VAT)

Author: Alasdair Taylor
Updated: 26 January 2021
Length: 8 pages
Notes: 14 pages
Format: MS Word (.DOCX)

Under this source code licence, the owner of copyright in software source code may grant to another person the right to use that source code. Typically, licences of source code are granted for some specific purpose, such as allowing a code review.

Source code is often valuable, and the disclosing party will want to ensure that the code is properly protected. This agreement provides two different forms of protection for source code. First, the licence itself may be limited to particular actions, particular purposes and particular purposes. Second, the source code should be treated as confidential information, and accordingly should not be disclosed without the permission of the owner.

An audit clause is included in the licence agreement, allowing the licensor to review the licensee's systems to ensure that the licensee is complying with the terms of the agreement. Under the suggested wording, the licensor must give to the licensee written notice of an audit, and is limited to one audit in each 12 month period. The costs for the audit should be paid by the licensor, unless a breach of the agreement is discovered, in which case the licensee pays.

  1. Definitions
  2. Term
  3. Source code
  4. Licence audit
  5. No assignment of IPR
  6. Consideration
  7. Licensee's confidentiality obligations
  8. Warranties
  9. Indemnity
  10. Limitations and exclusions of liability
  11. Termination
  12. Effects of termination
  13. Notices
  14. General
  15. Interpretation

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