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Restrictive Software License Template for United States

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Key Requirements PROMPT example:

Restrictive Software License

"I need a Restrictive Software License for my AI analytics software that will be licensed to Fortune 500 companies, with specific clauses preventing reverse engineering and requiring mandatory security audits before installation."

Document background
The Restrictive Software License is essential for software developers and companies seeking to protect their intellectual property while allowing controlled use of their software. This document is particularly relevant in the United States market where software protection is governed by federal copyright law and state contract laws. It typically includes specific terms about usage rights, restrictions, technical requirements, and termination conditions. The license is designed to prevent unauthorized copying, modification, or distribution while establishing clear boundaries for permitted use.
Suggested Sections

1. Parties: Identification of licensor and licensee with full legal details

2. Background: Context of the agreement and software description

3. Definitions: Key terms used throughout the agreement

4. Grant of License: Scope and nature of the license being granted

5. Restrictions: Specific limitations on use, copying, modification, and distribution

6. Payment Terms: License fees, payment schedule, and related terms

7. Intellectual Property Rights: Ownership and protection of IP rights

8. Term and Termination: Duration and conditions for termination

Optional Sections

1. Export Controls: Compliance requirements with international trade regulations and export control laws

2. Source Code Escrow: Terms for source code protection and access arrangements for enterprise clients

3. Service Level Agreement: Performance metrics, support terms, and service availability standards for cloud-based software

Suggested Schedules

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

2. Schedule B - License Fees: Detailed breakdown of pricing and payment terms

3. Schedule C - Support Services: Details of maintenance and support provisions

4. Schedule D - Acceptable Use Policy: Specific rules and guidelines for software usage

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

Clauses




























Industries

Copyright Act: 17 U.S.C. ������ 101 et seq. - Primary federal law governing copyright protection, essential for software licensing and protection of intellectual property rights

Digital Millennium Copyright Act (DMCA): Federal law that criminalizes production and dissemination of technology designed to circumvent digital rights management, relevant for software protection measures

Computer Fraud and Abuse Act (CFAA): Federal law that addresses computer-related crimes and unauthorized access, important for defining terms of access and use restrictions

Federal Trade Commission Act: Governs unfair or deceptive practices in commerce, ensuring license terms are fair and clearly communicated to users

Uniform Computer Information Transactions Act (UCITA): State-level uniform law (where adopted) specifically governing software licenses and other computer information transactions

State Contract Laws: Various state-specific laws governing contract formation, enforcement, and interpretation

State Consumer Protection Laws: State-specific laws protecting consumer rights and regulating business practices

State Data Privacy Laws: State-specific regulations governing data privacy and protection, such as the California Consumer Privacy Act (CCPA)

Export Administration Regulations (EAR): Federal regulations controlling the export and re-export of commercial and dual-use software and technology

International Traffic in Arms Regulations (ITAR): Federal regulations controlling the export and import of defense-related software and technology

HIPAA: Health Insurance Portability and Accountability Act - Regulations for software handling healthcare data and patient information

Gramm-Leach-Bliley Act: Federal law requiring financial institutions to explain their information-sharing practices and protect sensitive data

First Sale Doctrine: Legal concept limiting copyright holder's control over redistribution of copies, important for defining license transferability

Fair Use Doctrine: Legal doctrine allowing limited use of copyrighted material without permission, important for defining scope of license restrictions

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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