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Proprietary Software License Template for United States

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Key Requirements PROMPT example:

Proprietary Software License

"I need a Proprietary Software License agreement for my enterprise-level accounting software that will be distributed to financial institutions across multiple states, with specific provisions for data security compliance and source code protection."

Document background
The Proprietary Software License Agreement is essential when a software owner wants to grant usage rights while maintaining ownership and control of their intellectual property. This document is commonly used in the United States software industry to establish clear boundaries for software usage, protect proprietary rights, and define the commercial relationship between parties. It addresses key aspects such as permitted uses, restrictions, payment terms, and compliance with U.S. regulations including copyright law, state-specific requirements, and industry standards.
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 software being licensed

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

4. Grant of License: Scope of license, permitted uses, and restrictions

5. License Fees: Payment terms, pricing, and payment schedule

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

7. Warranties and Disclaimers: Software warranties and limitation of warranties

8. Term and Termination: Duration of license and termination conditions

Optional Sections

1. Maintenance and Support: Terms for ongoing support and updates - include when offering ongoing maintenance services

2. Source Code Escrow: Terms for source code protection and access - include for mission-critical software or enterprise customers

3. Data Protection: Compliance with privacy laws and data handling - include when personal data is processed

4. Export Controls: Compliance with export regulations - include when software may be exported internationally

Suggested Schedules

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

2. Schedule 2 - Service Level Agreement: Performance metrics and service standards

3. Schedule 3 - Fee Schedule: Detailed pricing structure and payment terms

4. Schedule 4 - Acceptable Use Policy: Rules and guidelines for software usage

5. Schedule 5 - Technical Support Terms: Details of support services and response times

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Copyright Act: Federal legislation (17 U.S.C.) governing software protection and intellectual property rights in the United States

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

Computer Fraud and Abuse Act: Federal legislation addressing unauthorized access to computers and computer systems

Federal Trade Commission Act: Federal consumer protection law governing unfair or deceptive trade practices

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

Uniform Commercial Code: State-adopted uniform law governing commercial transactions, particularly Article 2 for sales of goods

State Consumer Protection Laws: Various state-specific laws protecting consumers' rights and regulating business practices

State Data Privacy Laws: State-specific regulations governing data privacy and protection, such as the California Consumer Privacy Act (CCPA)

Common Law Contract Principles: Fundamental legal principles governing contract formation, enforcement, and interpretation

Patent Law: Federal laws protecting novel inventions and processes that may be implemented in software

Trade Secret Law: State and federal laws protecting confidential business information and proprietary software components

Trademark Law: Federal and state laws protecting brands, logos, and other distinctive marks associated with software products

Data Breach Notification Laws: State-specific requirements for notifying affected parties in the event of a data security breach

Industry-Specific Regulations: Specialized regulations such as HIPAA (healthcare), GLBA (financial), and FERPA (education) that may apply to specific software applications

Consumer Warranty Laws: Federal and state laws governing warranty disclaimers, limitations of liability, and consumer protection in software licensing

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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