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Perpetual License Agreement

Perpetual License Agreement Template for United States

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Key Requirements PROMPT example:

Perpetual License Agreement

"I need a Perpetual License Agreement for licensing our proprietary software to a large manufacturing company, including maintenance terms and source code escrow provisions, with the agreement to take effect from March 1, 2025."

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Document background
The Perpetual License Agreement serves as a crucial document for businesses seeking to grant or obtain permanent rights to intellectual property. This agreement type is commonly used in software licensing, technology transfers, and other scenarios where ongoing access to proprietary assets is required. Under U.S. jurisdiction, it provides a comprehensive framework for defining usage rights, protecting intellectual property, and establishing the responsibilities of both parties. The document typically includes provisions for payment terms, warranties, support arrangements, and termination conditions, even though the license itself is perpetual.
Suggested Sections

1. Parties: Identification of licensor and licensee with full legal names and addresses

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

3. Definitions: Key terms used throughout the agreement including Licensed Property, Territory, etc.

4. Grant of License: Scope of the license, including rights granted and restrictions

5. License Fee: Payment terms and conditions for the perpetual license

6. Intellectual Property Rights: Ownership and protection of IP rights

7. Warranties and Representations: Standard warranties regarding ownership and right to license

8. Limitation of Liability: Limits on liability and damages

9. Term and Termination: Duration and conditions for termination despite perpetual nature

Optional Sections

1. Maintenance and Support: Terms for ongoing support if offered - include when ongoing support is part of the agreement

2. Source Code Escrow: Terms for source code protection - include for software licenses where source code protection is needed

3. Export Controls: Compliance with export regulations - include when licensed property may be subject to export controls

4. Data Protection: Privacy and data handling requirements - include when personal data processing is involved

Suggested Schedules

1. Schedule A - Licensed Property: Detailed description of the licensed property/technology

2. Schedule B - Technical Specifications: Technical details and requirements

3. Schedule C - Fee Schedule: Detailed breakdown of license fees and payment terms

4. Schedule D - Support and Maintenance Terms: Details of support services if included

5. Schedule E - Acceptable Use Policy: Terms of acceptable use for the licensed property

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
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Industries

Copyright Act: 17 U.S.C. - Federal law governing copyright protection for original works of authorship, essential for defining license rights and protecting intellectual property

Patent Act: 35 U.S.C. - Federal law governing patent rights and protection, relevant if licensed product involves patented technology

Trademark Act: Lanham Act (15 U.S.C.) - Federal law protecting trademarks and trade dress, important for brand protection in licensing

Defend Trade Secrets Act: Federal law providing uniform protection for trade secrets, crucial for confidentiality provisions in licensing

Uniform Commercial Code: Standardized state laws governing commercial transactions, including sales and licenses of goods

Digital Millennium Copyright Act: Federal law addressing digital copyright issues, including technological protection measures and online service provider liability

Federal Trade Commission Act: Federal law prohibiting unfair or deceptive trade practices, relevant for consumer protection in licensing terms

Computer Fraud and Abuse Act: Federal law addressing unauthorized access to protected computers and networks, relevant for software licensing

Export Administration Regulations: Federal regulations controlling the export of commercial and dual-use items, including software and technology

International Traffic in Arms Regulations: Federal regulations controlling the export of defense-related articles and services

Sherman Antitrust Act: Federal law prohibiting monopolistic practices and restraints of trade, relevant for license restrictions

Clayton Act: Federal law supplementing antitrust regulations, particularly regarding exclusive dealing arrangements

State Privacy Laws: Various state-specific laws governing data privacy and protection (e.g., CCPA in California)

Magnuson-Moss Warranty Act: Federal law governing consumer product warranties, applicable if licensed product includes warranty terms

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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Templates

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