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Proprietary Software Licence

Proprietary Software Licence Template for India

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Key Requirements PROMPT example:

Proprietary Software Licence

"I need a Proprietary Software License Agreement for enterprise-wide deployment of our cloud-based accounting software to an Indian manufacturing company, with implementation starting January 2025, including multi-user access rights for 500 users and specific data protection clauses for financial information."

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Document background
The Proprietary Software License Agreement is essential for organizations seeking to legally protect and commercialize their software products in the Indian market. This document is used when a software owner wishes to grant specific usage rights while retaining ownership and control over their intellectual property. It provides a comprehensive framework aligned with Indian legislation, including the Information Technology Act, 2000, the Copyright Act, 1957, and relevant data protection laws. The agreement typically covers license scope, territorial restrictions, user limitations, maintenance terms, and technical support obligations. It's particularly important in the Indian context where software licensing must comply with specific local regulatory requirements and business practices.
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, and purpose of the license

3. Definitions: Detailed definitions of technical terms, key concepts, and specific terms used throughout the agreement

4. License Grant: Scope and nature of the license, including territory, duration, and type (exclusive/non-exclusive)

5. License Restrictions: Specific prohibitions and limitations on use of the software

6. License Fees: Payment terms, fee structure, and payment schedule

7. Intellectual Property Rights: Assertion and protection of IP rights, ownership of derivatives and modifications

8. Confidentiality: Protection of confidential information and trade secrets

9. Warranties and Representations: Software performance guarantees and warranty disclaimers

10. Technical Support and Maintenance: Terms for ongoing support, updates, and maintenance services

11. Term and Termination: Duration of agreement, renewal terms, and termination conditions

12. Post-Termination Obligations: Actions required after agreement termination

13. Liability and Indemnification: Limitation of liability and indemnification obligations

14. Force Majeure: Provisions for unforeseen circumstances affecting performance

15. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution

16. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

Optional Sections

1. Multi-User License Terms: Additional terms for multiple user licenses or enterprise-wide deployment

2. Data Protection and Privacy: Required if the software processes personal data or requires compliance with privacy laws

3. Export Control: Necessary for software that may be subject to export restrictions

4. Source Code Escrow: Terms for source code protection and release conditions, typically for mission-critical applications

5. Audit Rights: Rights to audit licensee's use of software, typically for enterprise licenses

6. Service Level Agreement: Detailed performance metrics and service levels for critical software

7. Geographic Restrictions: Specific terms for territorial limitations or regional deployment

8. Third-Party Software: Terms relating to incorporated third-party software or open-source components

9. Custom Development: Terms for any customization or bespoke development requirements

Suggested Schedules

1. Schedule A - Software Description: Detailed technical specifications and functionality of the software

2. Schedule B - License Fees: Detailed pricing structure, payment terms, and fee calculations

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

4. Schedule D - Service Level Agreement: Technical performance metrics, uptime guarantees, and remedy mechanisms

5. Schedule E - Installation Requirements: Technical requirements for installation and deployment

6. Appendix 1 - Acceptable Use Policy: Detailed rules and guidelines for software usage

7. Appendix 2 - Data Processing Terms: Specific terms for handling and processing data if applicable

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

alex.den.21@genieai.co
Relevant legal definitions


















































Clauses







































Relevant Industries

Information Technology

Banking and Financial Services

Healthcare

Manufacturing

Retail

Education

Telecommunications

Professional Services

Government and Public Sector

E-commerce

Media and Entertainment

Automotive

Pharmaceuticals

Insurance

Real Estate

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Software Development

Product Management

Commercial Operations

Risk Management

Information Security

Vendor Management

Technical Operations

Business Development

Relevant Roles

Chief Technology Officer

Legal Counsel

Software Licensing Manager

Procurement Manager

IT Director

Compliance Officer

Contract Manager

Information Security Officer

Software Development Manager

Business Development Manager

Chief Information Officer

Vendor Management Lead

Risk Management Officer

Commercial Director

Technical Operations 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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