This Proprietary Software License Agreement is designed for use in the Australian market when a software owner (licensor) wishes to grant usage rights to their proprietary software while maintaining ownership and control. The agreement is structured to comply with Australian legislation, including the Copyright Act 1968, Privacy Act 1988, and Competition and Consumer Act 2010. It is particularly relevant for software companies, technology providers, and businesses engaging in software licensing transactions within Australia. The document includes comprehensive provisions for protecting intellectual property rights, defining usage parameters, establishing payment terms, and outlining support and maintenance obligations. It addresses modern software licensing considerations such as data protection, cloud deployment, and integration capabilities while incorporating Australian legal requirements and business practices.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the software product
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Grant of License: Scope and nature of the license being granted, including usage rights and restrictions
5. License Fees and Payment: Financial terms, payment schedule, and related conditions
6. Intellectual Property Rights: Assertion and protection of IP rights in the software
7. Confidentiality: Protection of confidential information and trade secrets
8. Warranties and Representations: Warranties provided for the software and disclaimer of warranties
9. Limitation of Liability: Limits on liability and exclusions of certain types of damages
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Post-Termination Obligations: Actions required after agreement termination
12. General Provisions: Standard legal provisions including governing law, notices, and assignment
1. Software Maintenance and Support: Terms for ongoing maintenance, updates, and technical support - include when support services are part of the agreement
2. Service Level Agreement: Performance standards and metrics - include for enterprise software or critical applications
3. Data Protection and Privacy: Specific provisions for handling personal data - include when software processes personal information
4. Third-Party Software: Terms relating to incorporated third-party components - include when software includes third-party elements
5. Export Controls: Compliance with export regulations - include for international licensing
6. Source Code Escrow: Terms for source code protection - include for business-critical applications
7. Training and Implementation: Terms for software deployment and user training - include for complex enterprise software
8. Audit Rights: Rights to audit usage and compliance - include for enterprise licenses or usage-based pricing
1. Schedule A - Software Description: Detailed technical specifications and functionality of the licensed software
2. Schedule B - License Fees: Detailed pricing structure, payment terms, and any variable components
3. Schedule C - Service Level Agreement: Detailed performance metrics, support response times, and service standards
4. Schedule D - Maintenance and Support Services: Specific terms and scope of maintenance and support services
5. Schedule E - Authorized Users: Definition and limitations of authorized users and usage parameters
6. Schedule F - Implementation Plan: Timeline and milestones for software implementation
7. Appendix 1 - Technical Requirements: Minimum system requirements and technical specifications
8. Appendix 2 - Security Requirements: Security standards and protocols to be maintained
Authors
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Financial Services
Healthcare
Education
Manufacturing
Retail
Professional Services
Government
Telecommunications
Media and Entertainment
Energy and Utilities
Transport and Logistics
Relevant Teams
Legal
Information Technology
Procurement
Compliance
Commercial Operations
Software Development
Contract Management
Risk Management
Information Security
Vendor Management
Relevant Roles
Chief Technology Officer
Legal Counsel
Software Licensing Manager
Procurement Manager
IT Director
Commercial Manager
Contract Administrator
Chief Information Officer
Software Asset Manager
Compliance Officer
Legal Operations Manager
Technology Procurement Specialist
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