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Software Sales Agreement for the United States

Software Sales Agreement Template for United States

A Software Sales Agreement is a legally binding contract governed by U.S. law that establishes the terms and conditions for the sale and licensing of software products. This agreement covers essential elements including license scope, payment terms, warranties, intellectual property rights, and support services. It ensures compliance with federal and state regulations, including the Uniform Commercial Code and relevant data protection laws, while protecting both the vendor's intellectual property and the customer's rights.

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Software Sales Agreement

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What is a Software Sales Agreement?

The Software Sales Agreement serves as the primary legal framework for software transactions in the United States. This document is essential when a software vendor wishes to sell or license their software products to customers, whether for one-time purchases or subscription-based services. It addresses critical aspects such as usage rights, payment terms, warranties, and support obligations while ensuring compliance with relevant U.S. federal and state laws. The agreement protects both parties' interests by clearly defining responsibilities, limitations, and remedies.

What sections should be included in a Software Sales Agreement?

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. License Grant: Scope and terms of software license

5. Payment Terms: Pricing, payment schedule, and related conditions

6. Intellectual Property Rights: Ownership and protection of IP

7. Term and Termination: Duration and termination conditions

8. Warranties and Disclaimers: Standard warranties and limitations

What sections are optional to include in a Software Sales Agreement?

1. Professional Services: Additional terms for implementation, training, or consulting services when such services are included in the agreement

2. Service Level Agreement: Performance metrics, standards, and remedies for cloud-based or hosted solutions

3. Data Protection: Specific provisions for handling personal data, privacy requirements, and compliance with data protection laws

4. Export Controls: Provisions ensuring compliance with international trade regulations and export control laws

What schedules should be included in a Software Sales Agreement?

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

2. Schedule B - Price List: Comprehensive pricing structure, payment terms, and any volume discounts

3. Schedule C - Service Level Agreement: Detailed performance metrics, support levels, and service credits

4. Schedule D - Support Services: Description of support levels, response times, and maintenance procedures

5. Schedule E - Data Processing Agreement: Detailed terms for data processing, security measures, and compliance requirements

Authors

Alex Denne

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

Jurisdiction

United States

Document Type

Sale Agreement

Cost

Free to use
Clauses




























Industries

Uniform Commercial Code (UCC): Primary federal law governing commercial transactions, particularly Article 2 for sales of goods. Critical for establishing basic contract terms, warranties, and remedies.

Digital Millennium Copyright Act (DMCA): Federal law addressing copyright issues in digital media and software, including anti-circumvention provisions and safe harbor protections.

Federal Copyright Act: Fundamental legislation protecting original works, including software code and related documentation.

Computer Fraud and Abuse Act (CFAA): Federal law addressing unauthorized access to computer systems and data, relevant for security provisions in software agreements.

E-SIGN Act: Federal law ensuring legal validity of electronic signatures and records in commercial transactions.

State Data Privacy Laws: Various state-specific regulations governing data protection and privacy (e.g., CCPA in California), affecting how software handles user data.

Export Control Regulations: Including EAR and ITAR, governing international software sales and distribution restrictions.

GDPR Compliance: EU data protection regulation that may apply if software processes data of EU residents, even for US-based companies.

Magnuson-Moss Warranty Act: Federal law governing consumer product warranties, affecting how software warranties must be disclosed and honored.

State Consumer Protection Laws: Various state-specific regulations protecting consumer rights in commercial transactions, including software sales.

Federal Trade Commission Act: Federal law prohibiting deceptive trade practices, affecting software marketing and performance claims.

State Electronic Transaction Laws: State-specific regulations governing electronic transactions and records, complementing federal E-SIGN Act.

Patent Laws: Federal and state laws protecting novel inventions, relevant for software features and functionality.

Trade Secret Laws: Federal and state protections for confidential business information, crucial for proprietary software technology.

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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