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Generic Software License Agreement Template for United States

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Key Requirements PROMPT example:

Generic Software License Agreement

"I need a Generic Software License Agreement for my new cloud-based project management software that will be licensed to enterprise customers in the United States, with specific provisions for data protection and service level guarantees starting from March 2025."

Document background
The Generic Software License Agreement is a fundamental legal instrument used when granting rights to use software in the United States. This agreement is essential for software companies, developers, and businesses distributing software products, as it establishes clear terms of use while protecting intellectual property rights. The document addresses key aspects required by U.S. federal and state legislation, including copyright protection, usage terms, liability limitations, and warranty disclaimers. It's particularly relevant in today's digital economy where software licensing is a common business practice.
Suggested Sections

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

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

3. Definitions: Defines key terms used throughout the agreement

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

5. License Restrictions: Details what the licensee cannot do with the software

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

7. Term and Termination: Duration of agreement and conditions for termination

8. Warranties and Disclaimers: Standard warranties and limitations

9. Limitation of Liability: Limits on liability and damages

Optional Sections

1. Maintenance and Support: Terms for ongoing support and updates - include when ongoing support is part of the agreement

2. Payment Terms: Details of license fees and payment schedule - include for paid licenses only

3. Data Protection: Obligations regarding personal data processing - include when personal data is processed

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

5. Source Code Escrow: Terms for source code storage and release - include for enterprise-critical software

Suggested Schedules

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

2. Service Level Agreement: Performance metrics and support standards - include when maintenance is part of the agreement

3. Price List: Detailed pricing information - include for paid licenses with complex pricing

4. Acceptable Use Policy: Detailed rules for software usage - include for web-based or networked software

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.): Primary federal law governing copyright protection for software and other creative works in the United States

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

Computer Fraud and Abuse Act (CFAA): Federal law dealing with computer security and unauthorized access to computer systems

Federal Trade Commission Act: Federal consumer protection law that prohibits unfair or deceptive practices in commerce

Uniform Commercial Code (UCC): Standardized set of laws governing commercial transactions, particularly Article 2 for sales of goods

Uniform Computer Information Transactions Act (UCITA): State law adopted in Virginia and Maryland specifically governing software licenses and information technology contracts

State Consumer Protection Laws: Various state-specific laws protecting consumers' rights in commercial transactions

State Contract Laws: State-specific laws governing formation and enforcement of contracts

Export Administration Regulations (EAR): Federal regulations controlling the export of commercial and dual-use software and technology

General Data Protection Regulation (GDPR): EU privacy law with potential implications for US software companies serving EU users

California Consumer Privacy Act (CCPA): California state law providing privacy rights and protections for California consumers

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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