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Exclusive Software License Agreement Template for Singapore

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Key Requirements PROMPT example:

Exclusive Software License Agreement

"I need an Exclusive Software License Agreement for my AI analytics software to be licensed to a Singapore-based financial institution, with source code escrow provisions and quarterly payment terms starting from March 2025."

Document background
The Exclusive Software License Agreement is essential when a software owner wishes to grant exclusive rights to another party in Singapore. This agreement is particularly important for protecting intellectual property rights while establishing clear terms for software usage, modification, and distribution. It addresses key aspects including license scope, technical requirements, payment terms, and compliance with Singapore's Copyright Act, PDPA, and other relevant legislation. This document is crucial for businesses seeking to monetize their software through exclusive licensing arrangements while maintaining legal protection under Singapore law.
Suggested Sections

1. Parties: Identifies the licensor and licensee with full legal details

2. Background: Contextual information about the software and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Grant of License: Scope and nature of the exclusive license

5. License Fees: Payment terms and conditions

6. IP Rights: Ownership and protection of intellectual property

7. Term and Termination: Duration and termination conditions

Optional Sections

1. Source Code Escrow: Terms for source code protection and access arrangements when required by licensee

2. Support and Maintenance: Terms for ongoing technical support and maintenance services

3. Training: Training obligations, delivery methods and terms

Suggested Schedules

1. Schedule 1 - Software Description: Detailed description of licensed software including features and functionality

2. Schedule 2 - License Fees: Detailed payment structure, terms and schedule

3. Schedule 3 - Technical Specifications: Technical requirements, specifications and performance standards

4. Schedule 4 - Service Level Agreement: Performance metrics, service levels and support requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Copyright Act 2021: Primary legislation governing software copyright protection and licensing in Singapore, essential for defining the scope of rights being licensed

Patents Act 1994: Legislation governing patent protection, relevant if the software contains patentable technical innovations

Computer Misuse Act: Legislation addressing cybersecurity and unauthorized access to computer systems, relevant for security obligations in the license

Personal Data Protection Act 2012: Governs the collection, use, and disclosure of personal data, crucial for data protection compliance clauses

Electronic Transactions Act: Provides legal framework for electronic contracts and digital signatures, relevant for contract execution

Contract Law (Amendment) Act: Core legislation governing contract formation, validity, and enforcement in Singapore

Competition Act 2004: Ensures license terms do not contain anti-competitive provisions or abuse market dominance

Unfair Contract Terms Act: Regulates unfair terms in contracts, particularly important for liability limitations and warranty disclaimers

Cybersecurity Act 2018: Establishes framework for cybersecurity obligations, relevant for security requirements in software licensing

Trade Marks Act: Governs trademark protection, relevant for brand and logo usage rights in the software license

IP Rights Framework: Comprehensive consideration of intellectual property rights including copyrights, patents, and trade secrets

Data Transfer Regulations: Rules governing cross-border data transfers and international data protection compliance

Consumer Protection Framework: Regulations protecting consumer interests, including warranty obligations and fair trading provisions

International Jurisdiction Considerations: Legal framework for choice of law, jurisdiction clauses, and international IP rights enforcement

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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