This Private Software License agreement is designed for use in the United Arab Emirates when a software provider wishes to grant usage rights to their proprietary software while maintaining ownership and control. The document complies with UAE federal laws, including copyright and electronic transaction regulations, and is suitable for both B2B and B2C arrangements. It contains essential provisions for protecting intellectual property rights, defining usage parameters, establishing payment terms, and ensuring compliance with UAE data protection requirements. The agreement is particularly relevant in today's digital economy where software licensing forms a crucial part of business operations and technology deployment. It includes specific provisions required under UAE law for electronic contracts and digital rights management.
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1. Parties: Identification of licensor and licensee with full legal names and addresses
2. Background: Context of the agreement and brief description of the software being licensed
3. Definitions: Detailed definitions of technical terms, software components, and key concepts used in the agreement
4. Grant of License: Scope of the license, usage rights, and restrictions on use of the software
5. License Fees and Payment: Financial terms, payment schedule, and any recurring fees
6. Intellectual Property Rights: Assertion of ownership rights and protection of IP
7. Confidentiality: Protection of confidential information and trade secrets
8. Warranties and Representations: Software performance guarantees and compliance with UAE laws
9. Limitation of Liability: Limits on liability and exclusions under UAE law
10. Term and Termination: Duration of license and conditions for termination
11. Post-Termination Obligations: Actions required after agreement ends
12. Governing Law and Jurisdiction: Specification of UAE law and jurisdiction
13. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Professional Services: Terms for additional services like installation, training, or maintenance
2. Custom Development: Terms for any customization or modification of the software
3. Service Level Agreement: Performance metrics and support commitments
4. Data Protection: Compliance with UAE data protection laws if personal data is processed
5. Source Code Escrow: Terms for source code protection and release conditions
6. Export Control: Compliance with UAE export control regulations if applicable
7. Disaster Recovery: Business continuity and backup requirements
8. Third-Party Software: Terms relating to incorporated third-party software components
1. Schedule 1 - Software Description: Detailed technical specifications of the licensed software
2. Schedule 2 - License Fees: Detailed breakdown of all applicable fees and payment terms
3. Schedule 3 - Technical Requirements: Hardware and system requirements for software operation
4. Schedule 4 - Support Services: Details of maintenance and support services if included
5. Schedule 5 - Service Levels: Detailed performance metrics and response times if applicable
6. Appendix A - Authorized Users: List of authorized users or user categories
7. Appendix B - Acceptance Testing: Testing procedures and acceptance criteria
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Software Development
Financial Services
Healthcare
Education
E-commerce
Manufacturing
Professional Services
Telecommunications
Government and Public Sector
Retail
Media and Entertainment
Relevant Teams
Legal
Information Technology
Procurement
Compliance
Information Security
Commercial Operations
Risk Management
Software Development
Vendor Management
Contract Management
Relevant Roles
Chief Technology Officer
Legal Counsel
IT Director
Software Licensing Manager
Procurement Manager
Contract Administrator
Information Security Officer
Compliance Officer
Commercial Director
Business Development Manager
Software Asset Manager
Legal Operations Manager
Chief Information Officer
Risk Manager
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