The One Time Software License Agreement is essential when permanently licensing software in the United States. It's commonly used when organizations need to grant perpetual usage rights without recurring fees. This document addresses key aspects including usage scope, intellectual property rights, technical specifications, and compliance requirements. It's particularly relevant for business-to-business transactions where software is licensed perpetually rather than through subscription models. The agreement ensures protection under U.S. federal and state laws while clearly defining the rights and obligations of both parties.
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1. Parties: Identification of licensor and licensee with full legal details
2. Background: Context of the agreement and software description
3. Definitions: Key terms used throughout the agreement
4. Grant of License: Scope and nature of the software license being granted
5. License Restrictions: Limitations on use and prohibited activities
6. Intellectual Property Rights: Ownership and rights retention clauses
7. Payment Terms: License fee and payment conditions
8. Term and Termination: Duration and termination conditions
1. Maintenance and Support: Terms for technical support and maintenance services if offered with the software license
2. Data Protection: Privacy and data handling provisions when software processes personal data
3. Export Controls: Export compliance provisions for international software distribution
4. Source Code Escrow: Terms for source code protection and escrow arrangements for business-critical software
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the licensed software
2. Schedule 2 - License Fee Schedule: Breakdown of pricing and payment terms for the software license
3. Schedule 3 - Minimum System Requirements: Technical requirements and specifications for software operation
4. Schedule 4 - Acceptable Use Policy: Detailed terms of permitted use and restrictions for the licensed software
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