The Non-Transferable Software License Agreement is essential for software companies and developers operating in India who wish to maintain strict control over their software distribution and usage. This document is particularly relevant when the licensor wants to ensure their software is used only by the original licensee without the possibility of redistribution or transfer. The agreement must comply with Indian legislation, particularly the Information Technology Act, 2000, and the Copyright Act, 1957, while addressing modern software licensing challenges. It typically includes detailed terms about usage rights, technical specifications, support services, and clear prohibitions on transfer or sublicensing. This type of agreement is commonly used for specialized software, enterprise applications, or when the software provider wants to maintain a direct relationship with each end user.
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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, and purpose of the license
3. Definitions: Detailed definitions of technical terms, software components, and key concepts used in the agreement
4. Grant of License: Specific terms of the non-transferable license, including scope, permitted uses, and express prohibition on transfer
5. License Restrictions: Clear enumeration of prohibited activities, including transfer, sublicensing, reverse engineering, etc.
6. Term and Termination: Duration of the license, renewal terms, and circumstances for termination
7. License Fees: Payment terms, fee structure, and payment schedule
8. Intellectual Property Rights: Assertion of ownership rights and protection of IP
9. Warranties and Representations: Standard warranties regarding software functionality and IP rights
10. Limitation of Liability: Caps on liability and exclusions of certain types of damages
11. Confidentiality: Protection of confidential information exchanged during the license period
12. Technical Requirements: Minimum system requirements and technical specifications for software use
13. Support and Maintenance: Terms for technical support, updates, and maintenance services
14. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
1. Third-Party Components: Required when the software includes third-party components, detailing additional terms and licenses
2. Data Protection: Necessary when software processes personal data, ensuring compliance with Indian data protection rules
3. Cloud Services: Required for software with cloud-based components, specifying service availability and data handling
4. Export Control: Needed when software may be accessed from outside India
5. Source Code Escrow: Optional provision for source code protection through escrow arrangements
6. Training and Implementation: Required when the license includes initial setup and training services
7. Audit Rights: Optional clause allowing licensor to audit licensee's compliance with license terms
1. Schedule A - Software Description: Detailed technical specifications of the licensed software
2. Schedule B - License Fees: Detailed breakdown of license fees, payment schedule, and calculation method
3. Schedule C - Service Level Agreement: Specific metrics and standards for software performance and support
4. Schedule D - Technical Requirements: Detailed system requirements and compatible platforms
5. Schedule E - Support and Maintenance Terms: Detailed procedures for support requests and maintenance services
6. Appendix 1 - Authorized Users: List of authorized users or user categories when applicable
7. Appendix 2 - Security Requirements: Specific security protocols and requirements for software use
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Financial Services
Healthcare
E-commerce
Manufacturing
Education
Telecommunications
Professional Services
Retail
Insurance
Banking
Automotive
Pharmaceuticals
Media and Entertainment
Relevant Teams
Legal
Information Technology
Procurement
Compliance
Information Security
Risk Management
Operations
Software Development
Contract Administration
Business Development
Relevant Roles
Chief Technology Officer
Legal Counsel
IT Director
Procurement Manager
Software Licensing Manager
Compliance Officer
Contract Administrator
Information Security Manager
Technology Risk Manager
Business Development Manager
IT Project Manager
Legal Operations Manager
Software Asset Manager
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