The Perpetual Software License Agreement is essential for organizations seeking to establish long-term software usage rights in the UAE market. This document is typically used when a permanent license is required rather than a subscription-based model, and it must comply with UAE's legal framework, including Federal Law No. 7 of 2002 (Copyright Law) and relevant data protection regulations. The agreement covers critical aspects such as license grant, usage restrictions, technical requirements, support services, and compliance obligations. It's particularly important in the UAE context as it must address local regulatory requirements, Sharia law principles, and regional commercial practices while protecting both licensor and licensee interests.
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1. Parties: Identification of licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, description of the software, and parties' intentions
3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement
4. Grant of License: Scope of the perpetual license, permitted uses, and territory restrictions
5. License Fees: One-time license fee, payment terms, and any recurring maintenance fees
6. Delivery and Installation: Terms for software delivery, installation requirements, and acceptance testing
7. Intellectual Property Rights: Ownership of IP, protection of rights, and restrictions on use
8. Licensee Obligations: User responsibilities, permitted uses, and usage restrictions
9. Technical Support and Maintenance: Support services, maintenance terms, and service levels
10. Warranties and Representations: Software performance warranties, IP warranties, and compliance with UAE laws
11. Limitation of Liability: Limitations on liability and remedies in compliance with UAE law
12. Confidentiality: Protection of confidential information and trade secrets
13. Term and Termination: Duration, termination rights, and post-termination obligations
14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions
15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Data Protection: Required if the software processes personal data, addressing UAE data protection requirements
2. Third Party Software: Include if the software incorporates third-party components or dependencies
3. Export Controls: Required if the software is subject to UAE or international export restrictions
4. Source Code Escrow: Optional protection for licensee through source code escrow arrangements
5. Professional Services: Include if additional implementation or customization services are required
6. Service Level Agreement: Include if specific performance levels and remedies are required
7. Disaster Recovery: Required for business-critical software implementations
8. Insurance: Include for high-value or high-risk implementations
1. Schedule 1 - Software Description: Detailed description of the licensed software, including versions and components
2. Schedule 2 - Technical Specifications: Technical requirements, system specifications, and performance criteria
3. Schedule 3 - License Fees: Detailed breakdown of license fees and payment schedule
4. Schedule 4 - Support and Maintenance Services: Detailed description of support services, SLAs, and maintenance terms
5. Schedule 5 - Acceptable Use Policy: Detailed terms of permitted and prohibited uses of the software
6. Appendix A - Installation Requirements: Technical requirements for installation and deployment
7. Appendix B - Security Requirements: Security standards and requirements for software operation
8. Appendix C - Documentation: List of user manuals and technical documentation provided
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Banking and Financial Services
Healthcare
Education
Government and Public Sector
Telecommunications
Manufacturing
Retail
Professional Services
Energy and Utilities
Real Estate
Transportation and Logistics
Relevant Teams
Legal
Information Technology
Procurement
Finance
Compliance
Information Security
Risk Management
Operations
Technical Operations
Vendor Management
Relevant Roles
Chief Technology Officer
IT Director
Software Procurement Manager
Legal Counsel
Compliance Officer
Information Security Manager
Chief Information Officer
Contracts Manager
Technology Procurement Specialist
Software Asset Manager
Enterprise Architect
Chief Financial Officer
Risk Manager
IT Operations Manager
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