Perpetual Software License Agreement

Perpetual Software License Agreement Template for Australia

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Key Requirements PROMPT example:

"I need a Perpetual Software License Agreement for enterprise-grade accounting software being licensed to multiple Australian banking institutions, with strict data security requirements and source code escrow provisions."

Document background

This Perpetual Software License Agreement is designed for use in the Australian market where a permanent, ongoing software license is required rather than a subscription-based model. It is particularly suitable for enterprise software deployments where the customer needs long-term certainty about their software usage rights. The agreement incorporates requirements under Australian law, including the Competition and Consumer Act 2010, Privacy Act 1988, and relevant intellectual property legislation. It covers essential elements such as license grant, usage restrictions, warranties, support options, and compliance requirements. This type of agreement is typically used for on-premises software installations or perpetually licensed cloud solutions where the customer wants to secure permanent usage rights while ensuring ongoing legal compliance and clear terms of use.

Suggested Sections

1. Parties: Identifies and defines the licensor and licensee

2. Background: Sets out the context and purpose of the agreement

3. Definitions and Interpretation: Defines key terms and interpretation rules

4. License Grant: Specifies the scope, nature, and restrictions of the perpetual license

5. Intellectual Property Rights: Establishes ownership and protection of IP rights

6. License Fees and Payment: Details the payment terms, fees, and payment schedule

7. Licensee Obligations: Sets out the licensee's responsibilities and usage restrictions

8. Warranties and Representations: Specifies warranties provided and disclaimers

9. Limitation of Liability: Defines limits on liability and exclusions

10. Confidentiality: Governs the handling of confidential information

11. Term and Termination: Covers duration and termination rights despite perpetual nature

12. Force Majeure: Addresses unforeseen circumstances affecting performance

13. General Provisions: Contains standard boilerplate clauses including governing law

Optional Sections

1. Support and Maintenance: Include when ongoing support services are part of the agreement

2. Professional Services: Include when implementation or customization services are required

3. Service Levels: Include when specific performance metrics are guaranteed

4. Security Requirements: Include when specific security standards or compliance are required

5. Data Protection: Include when personal data processing is involved

6. Escrow: Include when source code escrow arrangements are required

7. Export Controls: Include when software is subject to export regulations

8. Audit Rights: Include when licensor requires right to audit usage

Suggested Schedules

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

2. Schedule 2 - Technical Requirements: System requirements and technical specifications

3. Schedule 3 - License Fees: Detailed breakdown of license fees and payment terms

4. Schedule 4 - Support Services: Description of support and maintenance services if included

5. Schedule 5 - Service Level Agreement: Detailed service levels and metrics if applicable

6. Appendix A - Acceptable Use Policy: Detailed rules for acceptable use of the software

7. Appendix B - Security Requirements: Detailed security standards and requirements if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ 抖阴短视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Retail

Professional Services

Education

Government

Telecommunications

Mining

Construction

Energy

Transportation

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Finance

Information Security

Operations

Risk Management

Commercial

Software Development

Vendor Management

Relevant Roles

Chief Technology Officer

IT Director

Legal Counsel

Procurement Manager

Software Asset Manager

Contract Manager

Chief Information Officer

Compliance Officer

IT Manager

Commercial Director

Chief Legal Officer

Enterprise Architect

Solutions Architect

Information Security Manager

Chief Financial Officer

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