This One Time Software License agreement is designed for use in the Netherlands when a software provider wishes to grant a permanent, non-transferable license for software use to a specific end user. The document complies with Dutch civil law requirements and relevant EU regulations, including software licensing, data protection, and consumer protection directives. It is particularly suitable for standalone software products where the provider wants to maintain intellectual property rights while granting specific usage rights to the licensee. The agreement includes comprehensive terms covering license scope, implementation, warranties, and liability limitations, making it suitable for both business-to-business and business-to-consumer transactions under Dutch jurisdiction.
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1. Parties: Identification and details of the licensor and licensee, including registered addresses and company details
2. Background: Context of the agreement and brief description of the software and its intended use
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. License Grant: Specific terms of the license, including scope, territory, and type (one-time, perpetual)
5. License Restrictions: Clear limitations on use, copying, modification, and distribution of the software
6. Intellectual Property Rights: Assertion of ownership and protection of IP rights in the software
7. Delivery and Installation: Terms for software delivery, installation requirements, and acceptance criteria
8. Fees and Payment: License fee details, payment terms, and any applicable taxes
9. Warranties: Software performance warranties and disclaimers in compliance with Dutch law
10. Liability and Indemnification: Limitation of liability and indemnification provisions within Dutch legal framework
11. Term and Termination: Duration of the license and grounds for termination
12. Confidentiality: Protection of confidential information and trade secrets
13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Implementation Services: Include when the licensor provides installation or implementation services
2. Training and Support: Include when additional training or support services are offered
3. Data Processing Terms: Required when the software processes personal data, ensuring GDPR compliance
4. Source Code Escrow: Include when source code escrow arrangements are part of the agreement
5. Security Requirements: Include when specific security standards or certifications must be maintained
6. Export Controls: Include when software is subject to export control regulations
7. Third-Party Software: Include when the software incorporates third-party components
8. Service Levels: Include when specific performance levels are guaranteed
1. Software Description: Detailed technical specifications and functionality of the software
2. System Requirements: Hardware and software requirements for operating the licensed software
3. License Fee Schedule: Detailed breakdown of license fees and payment terms
4. Acceptance Testing Criteria: Specific criteria and procedures for software acceptance
5. Support and Maintenance Terms: Details of any support or maintenance services if included
6. Documentation: List of user manuals and technical documentation provided
7. Security Standards: Required security standards and compliance requirements
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Software Development
Financial Services
Healthcare
Manufacturing
Retail
Professional Services
Education
Telecommunications
Government and Public Sector
Media and Entertainment
Energy and Utilities
Relevant Teams
Legal
Information Technology
Procurement
Compliance
Sales
Product Development
Information Security
Risk Management
Operations
Business Development
Software Development
Contract Administration
Relevant Roles
Legal Counsel
IT Director
Software Development Manager
Procurement Manager
Contract Manager
Chief Technology Officer
Chief Information Officer
Information Security Officer
Compliance Officer
Business Development Manager
Sales Director
Product Manager
Software Architect
Project Manager
Risk Manager
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