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Commercial Software License Template for United States

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Key Requirements PROMPT example:

Commercial Software License

"I need a Commercial Software License agreement for my enterprise-level data analytics software, which will be licensed to Fortune 500 companies in the US, with specific provisions for data protection and API integration rights."

Document background
The Commercial Software License agreement is essential when a software provider wishes to grant usage rights to commercial entities while protecting their intellectual property under U.S. law. This document defines the scope of permitted use, establishes payment terms, outlines support obligations, and addresses liability concerns. It incorporates provisions required by federal and state regulations, including copyright protection, warranty disclaimers, and data privacy requirements. The agreement is particularly crucial for software deployments in commercial settings where clear usage terms and compliance requirements must be established.
Suggested Sections

1. Parties: Identifies the licensor and licensee with full legal names and addresses

2. Background: Explains the context and purpose of the license agreement

3. Definitions: Defines key terms used throughout the agreement

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

5. License Restrictions: Details what the licensee is not permitted to do with the software

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

7. Intellectual Property Rights: Establishes ownership of IP and related rights

8. Term and Termination: Specifies duration and conditions for termination

9. Warranties and Disclaimers: States what is and isn't guaranteed about the software

Optional Sections

1. Support and Maintenance: Details support services and maintenance obligations when included as part of the agreement

2. Service Level Agreement: Defines performance metrics and obligations for cloud-based or hosted software

3. Data Protection: Addresses data privacy and security obligations when personal data is processed

4. Export Controls: Addresses export compliance requirements for international distribution

Suggested Schedules

1. Software Specification: Detailed description of the software and its functionality

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

3. Support Level Agreement: Detailed support terms and service levels

4. Acceptable Use Policy: Detailed rules for software usage

5. Data Processing Agreement: Details of data processing terms and obligations

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

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Industries

Copyright Act (17 U.S.C.): Federal legislation governing copyright protection, including specific provisions for software protection and licensing rights

Digital Millennium Copyright Act (DMCA): Federal law addressing digital rights management and anti-circumvention provisions in software and digital content

Computer Fraud and Abuse Act: Federal legislation concerning unauthorized access and use of computer systems and software

Federal Trade Commission Act: Federal consumer protection legislation that impacts software licensing and marketing practices

Electronic Communications Privacy Act: Federal law governing electronic communications privacy, relevant if software involves communication features

Uniform Commercial Code (UCC): State-adopted uniform law, particularly Article 2B, governing software transactions and commercial contracts

State Consumer Protection Laws: Various state-specific laws protecting consumer rights in software transactions

State Data Privacy Laws: State-specific regulations governing data privacy and protection (e.g., CCPA in California)

Export Administration Regulations (EAR): Federal regulations controlling the export of software and technology to foreign countries

Americans with Disabilities Act: Federal law requiring software accessibility considerations for disabled users

Contract Law Principles: Common law principles governing contract formation, enforcement, and interpretation

Warranty Law: Legal framework governing express and implied warranties in software licensing

Product Liability Laws: Laws governing liability for software defects or failures that cause harm or damages

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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