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Permanent Software License Template for United States

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Key Requirements PROMPT example:

Permanent Software License

"I need a Permanent Software License agreement for my enterprise-level data analytics software that will be licensed to financial institutions in the US, with specific provisions for data security compliance and source code escrow arrangements."

Document background
The Permanent Software License agreement is essential when a software owner wishes to grant indefinite usage rights while maintaining intellectual property ownership. This document is commonly used in the United States for commercial software distribution, establishing clear terms for perpetual use, defining permitted activities, and protecting both parties' interests. It includes critical provisions for compliance with U.S. federal and state laws, particularly regarding intellectual property, warranties, and liability limitations. The agreement is suitable for both standard commercial software and customized solutions, requiring careful consideration of usage scope, technical specifications, and support arrangements.
Suggested Sections

1. Parties: Identification of licensor and licensee, including legal entities and addresses

2. Background: Context of the agreement and brief description of the software being licensed

3. Definitions: Key terms used throughout the agreement including Software, Documentation, Intellectual Property Rights

4. License Grant: Scope and nature of the software license, including usage rights and restrictions

5. Intellectual Property Rights: Ownership of IP and protection of rights

6. Payment Terms: License fees and payment conditions

7. Warranties and Disclaimers: Software warranties and limitations

8. Limitation of Liability: Caps on liability and exclusions

9. Term and Termination: Duration and conditions for termination

10. Governing Law: Applicable law and jurisdiction

Optional Sections

1. Export Controls: Required if software may be exported internationally

2. Source Code Escrow: Terms for source code protection and access conditions for enterprise-critical software

3. Data Protection: Privacy and data handling provisions for software processing personal data

4. Professional Services: Terms for additional implementation and consulting services

5. Service Level Agreement: Performance standards and metrics for cloud-based software

Suggested Schedules

1. Schedule 1 - Software Description: Detailed description of licensed software and components

2. Schedule 2 - Technical Requirements: Hardware and software requirements for operation

3. Schedule 3 - Support and Maintenance Terms: Details of support services and maintenance obligations

4. Schedule 4 - License Fees: Detailed pricing structure and payment terms

5. Schedule 5 - Acceptable Use Policy: Rules and restrictions for software usage

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

Clauses




















Industries

U.S. Copyright Act: Fundamental legislation protecting original works of authorship, including software. Governs rights of copyright owners and terms of protection (17 U.S.C.)

Digital Millennium Copyright Act (DMCA): Addresses digital copyright issues, including anti-circumvention provisions and safe harbor protections for online service providers

Uniform Commercial Code (UCC): Particularly Article 2, governs commercial transactions and sales of goods, including software licensing aspects

E-SIGN Act: Electronic Signatures in Global and National Commerce Act - Ensures legal validity of electronic signatures and records in commercial transactions

Computer Fraud and Abuse Act: Federal legislation addressing computer-related crimes and unauthorized access, relevant for security provisions

Export Administration Regulations (EAR): Controls the export and re-export of commercial and dual-use software and technology

State Data Breach Laws: Various state-specific requirements for notification and handling of data breaches affecting user information

Uniform Trade Secrets Act: Protects proprietary information and trade secrets, crucial for software intellectual property protection

Sherman Antitrust Act: Primary federal antitrust law preventing monopolistic practices and restraints of trade in licensing terms

UETA: Uniform Electronic Transactions Act - State-level law governing electronic transactions and signatures

Magnuson-Moss Warranty Act: Federal law governing consumer product warranties, applicable if software is sold to consumers

HIPAA: Health Insurance Portability and Accountability Act - Relevant if software handles protected health information

CCPA: California Consumer Privacy Act - Imposes obligations regarding collection and use of California residents' personal information

Lanham Act: Federal trademark law protecting marks and preventing unfair competition, relevant for software branding

Patent Act: Federal law governing patents, important for software features that may be subject to patent protection

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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