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Permanent Software License Template for Canada

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Key Requirements PROMPT example:

Permanent Software License

"I need a Permanent Software License agreement for enterprise-level accounting software to be deployed across our Canadian offices, including source code escrow provisions and specific requirements for integration with our existing systems by March 2025."

Document background
This Permanent Software License agreement template is designed for use in Canadian jurisdictions where a perpetual, non-revocable software license is required. It is particularly suitable for significant software implementations where the licensee needs guaranteed long-term access to the software. The agreement addresses key aspects of software licensing including usage rights, intellectual property protection, support services, and compliance with Canadian federal and provincial regulations. It should be used when the parties intend to establish a permanent licensing arrangement rather than a subscription or temporary license model. The document includes comprehensive provisions for software delivery, acceptance, warranties, and ongoing obligations while ensuring compliance with Canadian copyright, privacy, and consumer protection laws.
Suggested Sections

1. Parties: Identification of the 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: Detailed definitions of key terms used throughout the agreement

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

5. License Restrictions: Specific limitations on use, copying, modification, and distribution of the software

6. Intellectual Property Rights: Assertion and protection of licensor's IP rights in the software

7. Delivery and Installation: Terms regarding software delivery, installation process, and acceptance criteria

8. Fees and Payment: One-time license fee, payment terms, and any additional charges

9. Support and Maintenance: Terms regarding any ongoing technical support and maintenance services

10. Warranties and Disclaimers: Software performance warranties and standard warranty disclaimers

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

12. Confidentiality: Protection of confidential information exchanged between parties

13. Term and Termination: Duration of the agreement and grounds for termination despite permanent license

14. Effects of Termination: Consequences of agreement termination and surviving provisions

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

Optional Sections

1. Source Code Escrow: Terms for source code escrow arrangement, used when source code access might be needed

2. Third-Party Software: Provisions regarding third-party components included in the software, used when applicable

3. Export Controls: Compliance with export laws, used for international licensing

4. Data Protection: Specific data protection and privacy provisions, used when software processes personal data

5. Disaster Recovery: Requirements for disaster recovery and business continuity, used for critical software

6. Change Control: Process for managing changes to the software, used for customizable software

7. Training: Terms regarding user training provisions, used when training is part of the deal

8. Audit Rights: Right to audit licensee's use of software, used for complex enterprise licenses

Suggested Schedules

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

2. Schedule B - License Fees: Breakdown of license fees and payment schedule

3. Schedule C - Support Services: Detailed description of support and maintenance services if included

4. Schedule D - Service Levels: Performance standards and metrics for software operation

5. Schedule E - Security Requirements: Specific security standards and requirements for software use

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

7. Appendix 2 - Authorized Users: Definition and limitations of authorized software users

8. Appendix 3 - Documentation: List of user manuals and technical documentation provided

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

Relevant legal definitions





































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Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare

Education

Manufacturing

Retail

Professional Services

Government

Telecommunications

Media and Entertainment

Energy and Utilities

Transportation and Logistics

Research and Development

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Risk Management

Software Development

Commercial Operations

Vendor Management

Contract Administration

Information Security

Technical Operations

Software Asset Management

Relevant Roles

Legal Counsel

Contract Manager

Software Licensing Manager

IT Director

Chief Technology Officer

Procurement Manager

Commercial Director

Compliance Officer

Legal Operations Manager

Software Asset Manager

Business Development Manager

Chief Information Officer

Technology Procurement Specialist

IP Rights Manager

Risk Management 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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