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Perpetual Licence Agreement Template for Canada

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Key Requirements PROMPT example:

Perpetual Licence Agreement

"I need a Perpetual License Agreement governed by Canadian law for enterprise-level accounting software that will be deployed across our company's Canadian offices, with specific requirements for data privacy compliance and source code escrow provisions."

Document background
This Perpetual License Agreement template is designed for use in Canadian jurisdictions where a permanent, ongoing license for software or technology is required. It's particularly suitable for enterprise-level software implementations or significant technology acquisitions where the licensee needs perpetual usage rights rather than a subscription-based model. The document incorporates requirements from Canadian federal and provincial legislation, including intellectual property laws, privacy regulations, and consumer protection provisions where applicable. It covers essential elements such as license scope, usage rights, maintenance terms, warranties, and liability limitations, while allowing for customization based on specific provincial requirements, particularly considering the distinct civil law system in Quebec versus common law provinces.
Suggested Sections

1. Parties: Identification of the licensor and licensee with full legal names and addresses

2. Background: Context of the agreement, brief description of the software/product, and the parties' intention to enter into a perpetual license arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Grant of License: Scope of the perpetual license, including usage rights, restrictions, and territory

5. License Fees: One-time license fee, payment terms, and any ongoing maintenance fees

6. Intellectual Property Rights: Confirmation of ownership rights, protection of IP, and handling of derivative works

7. Warranties and Representations: Standard warranties regarding ownership, non-infringement, and performance

8. Support and Maintenance: Terms for ongoing technical support and software maintenance

9. Confidentiality: Protection of confidential information exchanged between parties

10. Limitation of Liability: Caps on liability and exclusions of certain types of damages

11. Term and Termination: Duration of the agreement and circumstances for termination despite perpetual nature

12. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Third-Party Software: Required when the licensed software includes third-party components or dependencies

2. Data Protection: Necessary when personal data processing is involved in the software usage

3. Export Control: Required for software subject to export control regulations

4. Source Code Escrow: Optional protection for licensee through source code escrow arrangements

5. Training and Implementation: Include when initial training and implementation services are part of the agreement

6. Service Level Agreement: Optional section for defining performance standards and metrics

7. Audit Rights: Include when licensor requires rights to audit licensee's usage

8. Insurance Requirements: Added when specific insurance coverage is required from either party

Suggested Schedules

1. Schedule A - Licensed Software: Detailed description of the licensed software, including versions and components

2. Schedule B - Technical Specifications: Technical requirements, functionality, and performance specifications

3. Schedule C - Fee Schedule: Detailed breakdown of license fees and any recurring charges

4. Schedule D - Support and Maintenance Services: Detailed description of support levels, response times, and maintenance services

5. Schedule E - Acceptable Use Policy: Detailed terms of acceptable use and restrictions

6. Appendix 1 - Installation Requirements: Technical requirements for installation and deployment

7. Appendix 2 - Security Requirements: Security standards and requirements for software usage

Authors

Alex Denne

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

Relevant legal definitions








































Clauses




































Relevant Industries

Information Technology

Software Development

Digital Media

Financial Services

Healthcare

Manufacturing

Professional Services

Telecommunications

Education

Entertainment

Retail

Biotechnology

Government

Consulting

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Information Security

Software Asset Management

Vendor Management

Risk Management

Finance

Operations

Relevant Roles

Chief Technology Officer

IT Director

Legal Counsel

Procurement Manager

Software Licensing Manager

Contract Administrator

Chief Information Officer

Information Security Officer

Technology Compliance Manager

Software Asset Manager

Chief Legal Officer

Vendor Management Director

IP Rights Manager

Enterprise Architect

Solutions Manager

Industries









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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