On this page, we provide you with an overview of the most important aspects of an Software Licence Annex 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 Licence Annex under Swiss law. The template was created in collaboration with Swico and swissICT.
… you have already set out the contractual framework for the usage of a software and would like to specify the conditions and the scope of use
… you are the owner or rights holder of software that you wish to make available to a customer in return for payment of a license fee and therefore want to set specific provisions
… you need a fair and industry-established contractual framework to govern your business relationship
The license annex provides for specific regulations on the usage of a software and the corresponding fee. Thus, it supplements the framework agreement regarding the software license, in which the general provisions are set.
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 annex 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 have been 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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