The Proprietary Software License Agreement serves as a crucial legal instrument in India's growing software industry, establishing the framework for software licensing transactions. This document is essential when a software owner wishes to grant usage rights while maintaining ownership and protecting intellectual property rights under Indian law. It addresses key aspects such as license scope, payment terms, usage restrictions, and compliance requirements, while incorporating specific provisions mandated by Indian IT laws and regulations. The agreement is particularly important given India's specific legal requirements under the Information Technology Act, 2000, and the Copyright Act, 1957, which govern software licensing and protection. This contract type is commonly used in business-to-business transactions where custom or specialized software is being licensed, requiring clear definition of usage rights, technical specifications, and service level expectations.
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1. Parties: Identification of the licensor and licensee with complete legal details
2. Background: Context of the agreement, brief description of the software, and purpose of the license
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Grant of License: Scope and nature of the license being granted, including usage rights and restrictions
5. License Fees and Payment Terms: Details of licensing costs, payment schedule, and payment methods
6. Intellectual Property Rights: Assertion of ownership and IP rights over the software
7. Confidentiality: Obligations regarding confidential information and trade secrets
8. Warranties and Representations: Warranties provided by the licensor and disclaimers
9. Limitation of Liability: Limits on liability and exclusions of certain types of damages
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Post-Termination Obligations: Actions required after agreement termination
12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction details
13. Dispute Resolution: Process for resolving disputes between parties
14. General Provisions: Standard boilerplate clauses including notices, assignment, and severability
1. Third-Party Software Components: Details of third-party software incorporated into the licensed software, used when the software includes third-party components
2. Source Code Escrow: Terms for source code escrow arrangements, included when source code access might be necessary under specific circumstances
3. Professional Services: Terms for additional services like implementation or customization, included when professional services are part of the deal
4. Service Level Agreement: Performance standards and metrics, included when specific service levels are guaranteed
5. Data Protection and Privacy: Specific provisions for handling personal data, included when the software processes personal data
6. Export Control: Export compliance provisions, included when software may be subject to export restrictions
7. Insurance Requirements: Insurance obligations of parties, included for high-value or high-risk implementations
8. Change Control: Procedures for managing changes to the software, included when regular updates or modifications are anticipated
1. Schedule A - Software Description: Detailed technical specifications and functionality of the licensed software
2. Schedule B - License Fees: Detailed breakdown of all applicable fees and payment terms
3. Schedule C - Technical Requirements: Hardware and software requirements for running the licensed software
4. Schedule D - Support and Maintenance Terms: Details of support services, maintenance, and updates
5. Schedule E - Service Level Parameters: Detailed service level metrics and measurement criteria
6. Appendix 1 - Authorized Users: List of authorized users or user categories and their access rights
7. Appendix 2 - Acceptance Testing: Acceptance testing procedures and criteria
8. Appendix 3 - Security Requirements: Specific security standards and requirements to be maintained
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Healthcare
Financial Services
Education
Manufacturing
Retail
Telecommunications
Professional Services
Government
Pharmaceuticals
Automotive
Energy and Utilities
Media and Entertainment
Insurance
Construction
Relevant Teams
Legal
Information Technology
Procurement
Software Development
Compliance
Finance
Information Security
Business Development
Operations
Risk Management
Vendor Management
Product Management
Relevant Roles
Chief Technology Officer
Legal Counsel
Software Licensing Manager
IT Director
Procurement Manager
Contract Manager
Chief Information Officer
IP Rights Manager
Software Development Manager
Chief Legal Officer
Technology Procurement Specialist
IT Asset Manager
Chief Financial Officer
Information Security Officer
Business Development Manager
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