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Non Transferable Software License

Non Transferable Software License Template for United States

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Key Requirements PROMPT example:

Non Transferable Software License

"I need a Non Transferable Software License for my AI analytics software that will be licensed to enterprise clients in the healthcare sector, with specific data protection clauses and HIPAA compliance requirements included."

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Document background
The Non-Transferable Software License Agreement is essential for software companies and developers looking to protect their intellectual property while granting specific usage rights to end users or organizations. This document is particularly relevant in the United States where software licensing is governed by federal copyright law and state-specific regulations. It explicitly defines the scope of permitted use, ensures the license cannot be transferred to third parties, and includes necessary provisions for compliance with U.S. digital rights management and copyright protection requirements.
Suggested Sections

1. Parties: Identification of licensor and licensee, including legal status and contact details

2. Background: Context of the agreement and brief description of the software being licensed

3. Definitions: Key terms used throughout the agreement including 'Software', 'Documentation', 'Intellectual Property Rights'

4. License Grant: Scope and nature of the license, including non-transferability clause

5. Restrictions: Specific limitations on use, copying, modification, and transfer

6. Intellectual Property Rights: Statement of ownership and protection of rights

7. Term and Termination: Duration of license and conditions for termination

8. Governing Law: Applicable jurisdiction and dispute resolution

Optional Sections

1. Maintenance and Support: Terms for ongoing support and updates - include when ongoing support services are offered

2. Service Level Agreement: Performance standards and metrics - include for enterprise software or critical applications

3. Data Protection: Privacy and data handling requirements - include when personal data is processed

4. Export Controls: Compliance with export regulations - include for international distribution

Suggested Schedules

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

2. Schedule 2 - Fee Schedule: Pricing and payment terms if applicable

3. Schedule 3 - Acceptable Use Policy: Detailed terms of permitted and prohibited use

4. Schedule 4 - Technical Requirements: Hardware and software requirements for operation

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
Clauses




















Industries

Copyright Act: Federal legislation (17 U.S.C. ���� 101-1332) governing copyright protection and enforcement, crucial for software licensing

Digital Millennium Copyright Act: Federal law addressing digital copyright issues, including anti-circumvention provisions and online service provider liability

Computer Fraud and Abuse Act: Federal legislation concerning unauthorized access to computer systems and data protection

Federal Trade Commission Act: Regulations regarding unfair and deceptive practices in commerce, affecting software licensing terms and conditions

Uniform Commercial Code: Article 2B/UCITA principles governing commercial transactions, including software licensing

State Contract Laws: Various state-specific regulations governing contract formation, enforcement, and interpretation

State Consumer Protection Laws: State-specific regulations protecting consumer rights in software licensing transactions

State Data Privacy Laws: State-specific regulations governing the collection, use, and protection of user data

State Electronic Transaction Laws: State-specific regulations governing electronic agreements and digital signatures

First Sale Doctrine: Legal principle limiting copyright holder's control after first sale, with specific limitations for software licensing

Export Control Regulations: Federal regulations governing the export of software and technology to foreign countries

Americans with Disabilities Act: Federal law requiring accessibility considerations in software if applicable to public accommodations

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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