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Exclusive Software License Agreement

Exclusive Software License Agreement Template for New Zealand

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Key Requirements PROMPT example:

Exclusive Software License Agreement

"I need an Exclusive Software License Agreement for licensing our AI-powered financial analysis software to a single distributor in New Zealand and Australia, with quarterly royalty payments and source code escrow provisions, to be effective from March 2025."

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Document background
The Exclusive Software License Agreement is a critical legal document used when a software owner wishes to grant exclusive rights to their software to another party in New Zealand. This agreement is particularly important when the licensor wants to maintain ownership while giving exclusive commercial rights to a single licensee within specified territories or markets. The document covers essential elements including license scope, exclusivity terms, territorial restrictions, royalty arrangements, and compliance with New Zealand's legal framework. It's commonly used in situations where significant commercial value is attached to the software, requiring detailed provisions for protection of intellectual property rights, maintenance obligations, and performance standards. The agreement must comply with New Zealand's Copyright Act 1994 and related legislation, making it suitable for both domestic and international software licensing arrangements where New Zealand law governs the relationship.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement, including brief description of the software and purpose of the license

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Grant of License: Explicit terms of the exclusive license, including scope, territory, and field of use

5. License Fee and Payment Terms: Financial terms, payment schedule, and any royalty arrangements

6. Intellectual Property Rights: Confirmation of ownership and protection of IP rights

7. Delivery and Implementation: Terms regarding software delivery, installation, and acceptance testing

8. Maintenance and Support: Obligations regarding software updates, maintenance, and technical support

9. Warranties and Representations: Warranties regarding software ownership, performance, and compliance with laws

10. Term and Termination: Duration of the agreement and circumstances for termination

11. Confidentiality: Protection of confidential information and trade secrets

12. Liability and Indemnification: Limitation of liability and indemnification obligations

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

Optional Sections

1. Source Code Escrow: Terms for source code escrow arrangement, recommended when licensee requires business continuity assurance

2. Performance Standards: Specific performance metrics and service levels, useful for business-critical software

3. Data Protection and Privacy: Specific provisions for handling personal data, required if software processes personal information

4. Export Controls: Compliance with export regulations, necessary for international licensing

5. Sublicensing Rights: Terms governing sublicensing, if permitted

6. Training and Documentation: Provisions for user training and documentation requirements, important for complex software

7. Audit Rights: Rights to audit licensee's use of software, recommended for high-value licenses

Suggested Schedules

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

2. Schedule 2 - License Fees: Detailed breakdown of license fees, payment terms, and calculation of royalties

3. Schedule 3 - Service Level Agreement: Specific performance metrics, support levels, and response times

4. Schedule 4 - Maintenance and Support Services: Detailed description of maintenance and support obligations

5. Schedule 5 - Acceptance Testing: Testing procedures and acceptance criteria

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

7. Appendix B - Authorized Users: Definition and limitations of authorized users and usage

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions





































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Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare

E-commerce

Manufacturing

Professional Services

Telecommunications

Education

Government and Public Sector

Media and Entertainment

Retail

Banking

Relevant Teams

Legal

Information Technology

Software Development

Business Development

Commercial

Procurement

Intellectual Property

Compliance

Product Management

Executive Leadership

Relevant Roles

Chief Technology Officer

Legal Counsel

Software Development Manager

Intellectual Property Lawyer

Commercial Director

Licensing Manager

Business Development Manager

Contract Manager

Software Engineer

Product Manager

Chief Executive Officer

Chief Legal Officer

Technology Director

Procurement Manager

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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