The Proprietary Software License Agreement is essential when a software owner wants to grant usage rights while maintaining ownership and control of their intellectual property. This document is commonly used in the United States software industry to establish clear boundaries for software usage, protect proprietary rights, and define the commercial relationship between parties. It addresses key aspects such as permitted uses, restrictions, payment terms, and compliance with U.S. regulations including copyright law, state-specific requirements, and industry standards.
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Key Requirements PROMPT example:
Proprietary Software License
"I need a Proprietary Software License agreement for my enterprise-level accounting software that will be distributed to financial institutions across multiple states, with specific provisions for data security compliance and source code protection."
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OR
1. Parties: Identification of licensor and licensee with full legal names and addresses
2. Background: Context of the agreement and brief description of the software being licensed
3. Definitions: Key terms used throughout the agreement including Software, Documentation, Intellectual Property Rights, etc.
4. Grant of License: Scope of license, permitted uses, and restrictions
5. License Fees: Payment terms, pricing, and payment schedule
6. Intellectual Property Rights: Ownership and protection of IP rights
7. Warranties and Disclaimers: Software warranties and limitation of warranties
8. Term and Termination: Duration of license and termination conditions
1. Maintenance and Support: Terms for ongoing support and updates - include when offering ongoing maintenance services
2. Source Code Escrow: Terms for source code protection and access - include for mission-critical software or enterprise customers
3. Data Protection: Compliance with privacy laws and data handling - include when personal data is processed
4. Export Controls: Compliance with export regulations - include when software may be exported internationally
1. Schedule 1 - Software Description: Detailed technical specifications of the licensed software
2. Schedule 2 - Service Level Agreement: Performance metrics and service standards
3. Schedule 3 - Fee Schedule: Detailed pricing structure and payment terms
4. Schedule 4 - Acceptable Use Policy: Rules and guidelines for software usage
5. Schedule 5 - Technical Support Terms: Details of support services and response times
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