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Boilerplate Software Licence Agreement for the United States

Boilerplate Software Licence Agreement Template for United States

A comprehensive legal agreement governed by United States law that establishes the terms and conditions under which software can be licensed, used, and distributed. The document outlines the rights and obligations of both the software provider and the licensee, including usage limitations, intellectual property protections, warranties, liability limitations, and termination conditions. It incorporates key provisions required under U.S. federal and state laws, particularly addressing copyright protection, commercial transactions under the UCC, and relevant data privacy regulations.

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Boilerplate Software Licence Agreement

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What is a Boilerplate Software Licence Agreement?

The Boilerplate Software License Agreement serves as a standardized legal framework for software licensing transactions in the United States market. This document is essential when a software provider wishes to grant users the right to use their software while maintaining ownership and controlling its distribution and use. It includes critical provisions required under U.S. federal and state laws, including copyright protection, warranties, liability limitations, and data privacy considerations. The agreement is designed to protect the intellectual property rights of the software provider while clearly defining the scope of permitted use for licensees. It can be customized for various deployment models (on-premise or SaaS) and different types of software products, making it a versatile template for both B2B and B2C software licensing transactions.

What sections should be included in a Boilerplate Software Licence Agreement?

1. Parties: Identification of the licensor and licensee with full legal names and addresses

2. Background: Context of the agreement, brief description of the software, and purpose of the license

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. License Grant: Scope and nature of the license, including usage rights, restrictions, and territory

5. License Fees: Payment terms, fee structure, and payment schedule

6. Intellectual Property Rights: Declaration of ownership and protection of IP rights in the software

7. Confidentiality: Obligations regarding confidential information and trade secrets

8. Warranties and Representations: Software performance warranties and disclaimers

9. Limitation of Liability: Caps on liability and exclusions of certain types of damages

10. Term and Termination: Duration of agreement, renewal terms, and termination conditions

11. Post-Termination Obligations: Actions required after agreement termination

12. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

What sections are optional to include in a Boilerplate Software Licence Agreement?

1. Service Level Agreement: For SaaS applications, defining performance metrics and service standards

2. Data Protection: Required when software processes personal data or when compliance with privacy laws is needed

3. Source Code Escrow: For enterprise software where source code access might be needed in specific circumstances

4. Professional Services: When implementation, training, or customization services are included

5. Export Control: Required when software may be subject to export restrictions

6. Third-Party Components: When software includes third-party libraries or components

7. Audit Rights: For situations requiring verification of license compliance

8. Geographic Restrictions: When software use is limited to specific territories or jurisdictions

What schedules should be included in a Boilerplate Software Licence Agreement?

1. Schedule A - Software Description: Detailed technical specifications and functionality of the software

2. Schedule B - License Fees: Detailed pricing structure, payment terms, and any volume discounts

3. Schedule C - Support Services: Description of support and maintenance services, including SLAs if applicable

4. Schedule D - Acceptable Use Policy: Detailed rules and restrictions for software usage

5. Schedule E - Security Requirements: Security standards and requirements for software usage

6. Appendix 1 - Technical Requirements: Minimum system requirements and technical specifications

7. Appendix 2 - Service Level Metrics: Detailed performance metrics and measurement methods for SaaS

8. Appendix 3 - Data Processing Terms: Specific terms related to data processing and privacy compliance

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

Jurisdiction

United States

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions

















































Clauses







































Relevant Industries

Technology

Software Development

Information Technology

Healthcare

Financial Services

Manufacturing

Retail

Education

Professional Services

Telecommunications

E-commerce

Gaming and Entertainment

Research and Development

Relevant Teams

Legal

Information Technology

Procurement

Sales

Software Development

Compliance

Information Security

Product Management

Operations

Business Development

Risk Management

Relevant Roles

General Counsel

Legal Counsel

Software Licensing Manager

Contract Manager

Chief Technology Officer

IT Director

Software Development Manager

Procurement Manager

Chief Information Officer

Compliance Officer

Legal Operations Manager

Sales Director

Business Development Manager

Product Manager

Information Security Officer

Industries










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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