On this page, we provide you with an overview of the most important aspects of a Software License Agreement (Master Agreement) in Switzerland, including the elements to be taken into account when drafting the contract.
You will then be provided with a legally compliant template of a Software License Agreement (Master Agreement) under Swiss law. The template was created in collaboration with Swico and swissICT.
… you need to use and install one or more software in your organization (for example, for payroll accounting) that was developed and is owned by another company and you want to set out the contractual framework first
… you are the owner or rights holder of several software and you wish to set the contractual framework for the usage of the software
… you need a fair and industry-established contractual framework to govern your business relationship
This agreement sets out the contractual framework between the licensor and the customer (“framework agreement”). Thus, the detailed services and the corresponding fee are to be defined a license annex which can be attached to this agreement.
Having a framework agreement separate from the specific license annex is efficient, because at a later point the parties can agree on another software license without having to renegotiate the framework agreement again. Furthermore, the license annex can be terminated without also terminating the framework agreement.
The software license agreement is designed to grant rights to the use of large application packages for lengthy periods, subject to the payment of a one-time or periodic usage fee. The licensed software usually consists of standardized program modules that are suitable for use by customers from a particular sector of industry or field of application. The programs can be adapted to the customer’s specific needs under an agreement for IT-works and services or an IT-services agreement (mandate relationship). The licensor may provide maintenance and support for the licensed software under a software maintenance agreement. The rights to the software are owned by the licensor or were granted to the licensor by the legal owner for the purpose of issuing licenses in accordance with this agreement.
Unlike a SaaS cloud service agreement, the licensee (customer) usually puts the software on a computer or has to copy it. In a SaaS deal, the software is hosted on the provider’s servers and the customer simply accesses it. Because the licensee (customer) places a copy on a computer – if it is on-premise software – the contract must include a copyright license.
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