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Proprietary Software License

Proprietary Software License Template for New Zealand

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Key Requirements PROMPT example:

Proprietary Software License

"I need a Proprietary Software License Agreement for my AI analytics software that will be licensed to healthcare providers in New Zealand, with strict data protection clauses and usage restrictions for patient data processing."

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This Proprietary Software License Agreement template is designed for use under New Zealand law when a software owner wishes to grant usage rights to their proprietary software while maintaining ownership and control. The document is essential for software companies, technology providers, and businesses engaging in software licensing transactions in New Zealand. It incorporates key provisions required by New Zealand legislation, including the Copyright Act 1994 and Contract and Commercial Law Act 2017, while addressing critical aspects such as license scope, usage restrictions, intellectual property protection, maintenance and support, and compliance requirements. The agreement is structured to protect the licensor's interests while providing clear terms for licensees, making it suitable for both business-to-business and business-to-government licensing arrangements.
Suggested Sections

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

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

3. Definitions and Interpretation: Detailed definitions of key terms used throughout the agreement, including Software, Documentation, Intellectual Property Rights, License Fee, etc.

4. Grant of License: Scope and nature of the license grant, including territory, exclusivity/non-exclusivity, and any usage restrictions

5. License Fees and Payment Terms: Financial terms, payment schedule, late payment consequences, and any recurring fees

6. Intellectual Property Rights: Assertion and protection of IP rights, ownership declarations, and restrictions on use

7. Licensee Obligations: Key responsibilities of the licensee including acceptable use, security measures, and usage limitations

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

9. Confidentiality: Protection of confidential information, including the software and related documentation

10. Term and Termination: Duration of the license, renewal terms, termination rights, and post-termination obligations

11. Warranties and Disclaimers: Software performance warranties, disclaimer of implied warranties, and limitation of liability

12. General Provisions: Standard clauses including governing law, dispute resolution, entire agreement, and amendments

Optional Sections

1. Data Protection and Privacy: Required if the software processes personal data or if compliance with privacy laws is relevant

2. Third-Party Software: Include when the licensed software incorporates third-party components or dependencies

3. Export Controls: Necessary if the software is subject to export regulations or international trade restrictions

4. Source Code Escrow: Optional provision for source code protection through escrow arrangements

5. Service Level Agreement: Include for software that requires specific performance levels or uptime guarantees

6. Audit Rights: Include when licensor needs rights to audit licensee's use of the software

7. Geographic Restrictions: Required if the software use is restricted to specific territories or regions

8. Insurance Requirements: Include when specific insurance coverage is required from either party

Suggested Schedules

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

2. Schedule 2 - License Fees: Detailed breakdown of all applicable fees, payment terms, and calculation methods

3. Schedule 3 - Technical Requirements: Minimum system requirements and technical specifications for software operation

4. Schedule 4 - Support and Maintenance Services: Detailed description of support levels, response times, and maintenance services

5. Schedule 5 - Authorized Users: Definition and limitations of authorized users or user categories

6. Appendix A - Acceptable Use Policy: Detailed guidelines for acceptable use of the software

7. Appendix B - Service Level Metrics: Technical performance metrics and service level commitments

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





































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Relevant Industries

Information Technology

Software Development

Healthcare

Financial Services

Education

Manufacturing

Retail

Professional Services

Government

Telecommunications

Media and Entertainment

Energy and Utilities

Relevant Teams

Legal

Information Technology

Procurement

Software Development

Compliance

Commercial Operations

Vendor Management

Product Management

Risk Management

Business Development

Relevant Roles

Chief Technology Officer

Legal Counsel

IP Attorney

Software Licensing Manager

Procurement Manager

IT Director

Commercial Manager

Contract Manager

Software Development Manager

Chief Information Officer

Technology Procurement Specialist

Legal Operations Manager

Compliance Officer

Business Development 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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