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Software Term License Template for United States

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Key Requirements PROMPT example:

Software Term License

"I need a Software Term License agreement for an enterprise-level CRM system that we'll be licensing to Fortune 500 companies, with specific provisions for multi-user access and data protection compliance across different jurisdictions."

Document background
The Software Term License agreement is essential when organizations need to license software for a specific duration rather than purchasing it outright. This contract type provides a framework for defining usage rights, limitations, and obligations of both parties while ensuring compliance with U.S. federal and state laws. It typically includes provisions for fees, maintenance, support, intellectual property protection, and termination conditions. The document is particularly important in today's digital economy where software licensing is a common business model.
Suggested Sections

1. Parties: Identification of licensor and licensee, including legal entities and contact details

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

5. Term and Termination: Duration of the license and conditions for termination

6. Fees and Payment: License fees, payment terms, and related financial obligations

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

8. Warranties and Disclaimers: Standard warranties and limitations of liability

9. Confidentiality: Protection of confidential information exchanged

Optional Sections

1. Support and Maintenance: Terms for technical support and software updates - include when ongoing support services are part of the agreement

2. Service Levels: Performance standards and metrics - include for cloud-based or hosted software

3. Data Protection: Provisions for handling personal data - include when personal data processing is involved

4. Export Controls: Compliance with export regulations - include when software may be exported internationally

5. Source Code Escrow: Terms for source code protection - include for business-critical software implementations

Suggested Schedules

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

2. Fee Schedule: Detailed breakdown of license fees and payment terms

3. Service Level Agreement: Detailed performance metrics and service standards

4. Support Services Description: Details of support and maintenance services

5. Acceptable Use Policy: Rules and restrictions for software usage

6. Data Processing Agreement: Terms for handling personal data if applicable

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. - Federal law governing copyright protection, essential for software licensing and protection of code

Digital Millennium Copyright Act: Federal law addressing digital copyright issues, including anti-circumvention provisions and ISP safe harbors

Computer Fraud and Abuse Act: Federal law concerning computer security and unauthorized access, relevant for usage restrictions and security provisions

Federal Trade Commission Act: Regulations regarding unfair and deceptive practices in commerce, affecting terms presentation and enforcement

Export Administration Regulations: Federal regulations controlling export of technology and software from the United States

Uniform Commercial Code: State-adopted uniform law governing commercial transactions, particularly Article 2 for sales of goods

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

State Data Privacy Laws: State-specific regulations governing data privacy and protection, such as CCPA in California

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

HIPAA: Health Insurance Portability and Accountability Act - Required compliance if software handles healthcare data

GLBA: Gramm-Leach-Bliley Act - Required compliance if software handles financial services data

FERPA: Family Educational Rights and Privacy Act - Required compliance if software handles educational data

Contract Formation Principles: Legal requirements for valid contract formation including offer, acceptance, and consideration

Warranty Law: Laws governing express and implied warranties, including warranty disclaimers and limitations

Intellectual Property Rights: Laws protecting patents, trade secrets, and trademarks related to software

Data Breach Notification Laws: State-specific requirements for notifying affected parties in case of data breaches

GDPR Compliance: EU data protection regulation that may apply if software processes data of EU residents

Limitation of Liability: Legal principles governing the extent to which liability can be limited or excluded in contracts

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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