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Limited License Agreement Template for United States

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Key Requirements PROMPT example:

Limited License Agreement

"I need a Limited License Agreement for my software company to license our new AI analytics tool to enterprise customers in the United States, with specific usage restrictions and quarterly payment terms."

Document background
The Limited License Agreement serves as a crucial legal instrument for controlling and monetizing intellectual property rights under U.S. law. This document is essential when an owner wishes to grant specific, limited rights to their intellectual property while maintaining ownership and control. It typically includes precise definitions of permitted uses, territorial restrictions, duration, payment terms, and termination conditions. The agreement ensures compliance with federal and state intellectual property laws while providing clear guidelines for both parties. It's particularly valuable for software licensing, content distribution, patent licensing, and other scenarios where controlled access to proprietary assets is required.
Suggested Sections

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

2. Background: Context of the agreement and ownership status of the licensed property

3. Definitions: Key terms used throughout the agreement

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

5. License Restrictions: Specific limitations on use of the licensed property

6. Term and Termination: Duration of license and conditions for termination

7. Payment Terms: Financial considerations and payment schedule

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

9. Warranties and Representations: Guarantees and statements made by each party

10. Liability and Indemnification: Limitations of liability and indemnification obligations

11. Governing Law: Jurisdiction and applicable law governing the agreement

Optional Sections

1. Maintenance and Support: Terms for ongoing support and maintenance - include when licensed property requires technical support or updates

2. Source Code Escrow: Terms for source code protection and access - include for software licenses where source code protection is crucial

3. Geographic Restrictions: Territorial limitations on license use - include when license is restricted to specific regions

4. Export Controls: Compliance with export control regulations - include when international use is contemplated

5. Data Protection and Privacy: Terms regarding handling of personal data - include when personal data processing is involved

6. Audit Rights: Rights to audit licensee's use of licensed property - include for complex commercial licenses

Suggested Schedules

1. Schedule 1 - Licensed Property Description: Detailed technical specifications or description of licensed property

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

3. Schedule 3 - Service Level Agreement: Performance metrics and service standards for software or technical licenses

4. Schedule 4 - Acceptable Use Policy: Detailed rules for acceptable use of licensed property

5. Schedule 5 - Technical Support Terms: Detailed terms for maintenance and support services if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 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: Federal law (17 U.S.C.) governing copyright protection for original works of authorship, including licensing rights and restrictions

Patent Act: Federal law (35 U.S.C.) governing patent rights and licensing of patented inventions

Trademark Act (Lanham Act): Federal law (15 U.S.C.) protecting trademarks and service marks, including licensing of trademark rights

Defend Trade Secrets Act: Federal law providing uniform protection for trade secrets, including provisions for licensing and confidentiality

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

Uniform Commercial Code: Standardized set of laws governing commercial transactions, including licensing of goods

Federal Trade Commission Act: Federal law protecting consumers from unfair or deceptive trade practices in licensing agreements

Digital Millennium Copyright Act: Federal law addressing copyright issues in digital media and technology, including licensing of digital content

Export Administration Regulations: Federal regulations controlling the export of commercial and dual-use items, including licensed technology

State Privacy Laws: State-specific laws governing data privacy and protection in licensed products or services

Federal Arbitration Act: Federal law governing arbitration procedures and enforcement of arbitration agreements in licensing disputes

Sherman Act: Federal antitrust law prohibiting anticompetitive licensing practices and monopolistic behavior

Computer Fraud and Abuse Act: Federal law addressing unauthorized access to computers and networks, relevant for software licensing

Industry-Specific Regulations: Sector-specific laws such as HIPAA for healthcare or GLB Act for financial services affecting licensing requirements

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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