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The Restrictive Software License Agreement is essential for software companies and developers seeking to maintain tight control over their intellectual property while licensing it for use by others. This document type is particularly relevant when the software contains valuable proprietary technology, trade secrets, or innovative features that require strong protection. Under Dutch law, this agreement establishes clear boundaries for software usage, including restrictions on modification, reverse engineering, and redistribution. It's designed to comply with both Dutch Civil Code requirements and EU regulations, including software directive 2009/24/EC and data protection laws. The agreement is typically used for commercial software licensing to businesses, especially in situations where the software provides competitive advantage or contains sensitive intellectual property that needs robust protection.

1. Parties: Identification of the licensor and licensee, including full legal names, registration details, and addresses

2. Background: Context of the agreement, description of the software, and purpose of the license

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Software', 'Documentation', 'Intellectual Property Rights', 'Licensed Users', etc.

4. Grant of License: Specific terms of the license grant, including scope, restrictions, and territory

5. License Restrictions: Explicit restrictions on use, modification, reverse engineering, sublicensing, and transfer

6. Intellectual Property Rights: Assertion of ownership and protection of IP rights in the software

7. Payment Terms: License fees, payment schedule, and related financial terms

8. Confidentiality: Protection of confidential information and trade secrets

9. Term and Termination: Duration of the license and conditions for termination

10. Post-Termination Obligations: Actions required upon termination, including software deletion and return of materials

11. Warranties and Disclaimers: Limited warranties provided and disclaimers of other warranties

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

13. Governing Law and Jurisdiction: Specification of Dutch law and jurisdiction for dispute resolution

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments