Reciprocal Software Licence Agreement
This Reciprocal Software Licence Agreement is designed to be used in conjunction with a Joint Software Development Agreement (also available from Simply-Docs) in situations where one party’s software was used to develop new software and both the original software owner and the developer now wish to use the original software to develop their own products and markets.
Updates have been made to this document which include the modernisation of a number of technical terms, the clarification of terms relating to intellectual property rights and the addition of standard (“boilerplate”) clauses.
Detailed provisions in this agreement set out the reciprocal licences granted by each party, the obligations of each party to exchange the relevant data (including software code) and the all-important intellectual property rights (and other proprietary rights) of each party. Detailed confidentiality provisions are also included to assist in safeguarding proprietary business information.
It is important to note that, by default, this template does not provide for monetary payment by the parties. The contractual consideration from each party in this case is the grant of a non-exclusive, non-transferable, royalty-free, worldwide licence to use their respective software.
Other software licence agreements are available and include those designed for bespoke software and standard ‘off the shelf’ software distributed via retail and online.
Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.
This Reciprocal Software Licence Agreement contains the following sections:
1. Definitions and Interpretation
2. Reciprocal Grant
3. Source Code, Object Code and Data Exchange
4. Intellectual Property Rights
7. Force Majeure
8. Term and Termination
9. Effects of Termination
10. No Waiver
11. Further Assurance
16. Relationship of the Parties
18. Third Party Rights
20. Entire Agreement
23. Dispute Resolution
24. Law and Jurisdiction
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