A Proprietary License Software agreement is essential when companies wish to license their software while maintaining full ownership and control. This document, governed by Singapore law, is particularly relevant in Asia-Pacific technology transactions, providing comprehensive protection for intellectual property rights while ensuring compliance with Singapore's advanced digital economy regulations. It includes critical elements such as usage scope, territorial restrictions, modification rights, and termination provisions, making it suitable for both domestic and international software licensing arrangements.
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1. Parties: Identification of licensor and licensee, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, brief description of the software, and purpose of the license arrangement
3. Definitions: Key terms used throughout the agreement including Software, Documentation, Intellectual Property Rights, License Fee, etc.
4. License Grant: Scope and nature of the software license, including permitted uses, territories, and user limitations
5. License Restrictions: Limitations on use, prohibited activities, and restrictions on modification, reverse engineering, and sublicensing
6. Intellectual Property Rights: Ownership and protection of IP, including any third-party components and derivative works
7. Payment Terms: License fees, payment schedule, taxes, and late payment consequences
8. Term and Termination: Duration of the agreement, renewal terms, termination rights, and post-termination obligations
1. Support and Maintenance: Terms for ongoing support services, updates, and maintenance obligations
2. Service Level Agreement: Performance standards, metrics, and remedies for enterprise software deployments
3. Data Protection: PDPA compliance provisions, data handling obligations, and security requirements
4. Export Control: Compliance with export control regulations and restrictions on international usage
1. Schedule 1 - Software Description: Detailed technical specifications, features, and functionality of the licensed software
2. Schedule 2 - License Fee Schedule: Detailed breakdown of license fees, payment milestones, and pricing terms
3. Schedule 3 - Support Service Levels: Detailed support terms, response times, and escalation procedures
4. Schedule 4 - Acceptable Use Policy: Detailed rules and guidelines for acceptable software usage and restrictions
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