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The Restrictive Software License agreement is essential for software providers who need to protect their intellectual property while allowing controlled use of their software. This document is particularly relevant when the licensor wishes to maintain strict control over their software's usage, distribution, and modification rights. Governed by Swiss law, which provides robust protection for intellectual property rights and contract enforcement, this agreement type is commonly used for proprietary software, specialized applications, or software containing sensitive technological innovations. The document includes comprehensive terms covering license scope, usage restrictions, compliance monitoring, and enforcement mechanisms, making it suitable for high-value software products or those containing trade secrets that require enhanced protection.

1. Parties: Identification of the licensor and licensee, including full legal names, registration details, and addresses

2. Background: Context of the agreement, description of the software, and the parties' intention to enter into a restrictive licensing arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including Software, Documentation, Intellectual Property Rights, and Restricted Use

4. Grant of License: Specific, limited grant of rights to use the software, clearly stating all restrictions and limitations

5. License Restrictions: Explicit list of prohibited activities, usage limitations, and territorial restrictions

6. Intellectual Property Rights: Assertion of ownership rights, protection of IP, and handling of derivative works

7. Payment Terms: License fees, payment schedule, and consequences of payment default

8. Protection Measures: Technical protection measures, monitoring rights, and audit provisions

9. Confidentiality: Protection of confidential information and trade secrets

10. Term and Termination: Duration of the license, termination grounds, and post-termination obligations

11. Warranties and Disclaimers: Limited warranties provided and disclaimer of other warranties

12. Liability and Indemnification: Limitation of liability and indemnification obligations

13. General Provisions: Standard provisions including governing law, jurisdiction, entire agreement, and amendment procedures