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Software License And Maintenance Agreement Template for United States

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Key Requirements PROMPT example:

Software License And Maintenance Agreement

"I need a Software License And Maintenance Agreement for a cloud-based CRM system that we're licensing to healthcare providers, with strict HIPAA compliance requirements and 24/7 maintenance support provisions starting March 2025."

Document background
The Software License And Maintenance Agreement is essential for any software deployment where ongoing support and maintenance are required. This agreement, structured under U.S. law, combines software licensing terms with maintenance obligations, making it particularly valuable for enterprise software implementations. It addresses critical aspects such as intellectual property rights, service level commitments, update provisions, and support responsibilities. The document is designed to comply with U.S. federal and state regulations while protecting both the software provider's intellectual property and the customer's operational needs.
Suggested Sections

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

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

3. Definitions: Key terms used throughout the agreement including Software, Documentation, Maintenance Services, Updates, etc.

4. License Grant: Scope, nature, and limitations of the software license including usage rights and restrictions

5. Maintenance Services: Description of maintenance and support services provided including updates, patches, and technical support

6. Fees and Payment: License and maintenance fees, payment terms and conditions, including invoicing and late payment terms

7. Term and Termination: Duration of agreement, renewal terms, and conditions for termination and post-termination obligations

8. Warranties and Disclaimers: Software warranties, performance guarantees, and liability limitations

9. Intellectual Property Rights: Ownership of IP rights, protection of proprietary rights, and infringement provisions

10. Confidentiality: Protection of confidential information and trade secrets

Optional Sections

1. Professional Services: Additional services beyond maintenance, such as implementation, training, or customization services

2. Source Code Escrow: Terms for source code protection and access in case of vendor bankruptcy or discontinuation

3. Export Controls: Compliance provisions for international use and export regulations

4. Data Protection: Specific provisions for handling personal data and compliance with privacy laws

5. Disaster Recovery: Business continuity and disaster recovery procedures

Suggested Schedules

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

2. Schedule B - Service Level Agreement: Maintenance response times, service levels, and performance metrics

3. Schedule C - Fee Schedule: Detailed breakdown of license fees, maintenance fees, and other charges

4. Schedule D - Acceptable Use Policy: Terms governing proper use of the software and user obligations

5. Schedule E - Support Services: Detailed description of support services, including hours of operation and escalation procedures

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 (17 U.S.C.): Federal legislation governing software protection and licensing rights. Essential for defining the scope of intellectual property rights in the software.

Digital Millennium Copyright Act (DMCA): Federal law addressing digital rights management and anti-circumvention provisions for software protection.

Computer Fraud and Abuse Act: Federal legislation that determines provisions related to unauthorized access and computer fraud, relevant for security terms in the agreement.

Federal Trade Commission Act: Federal consumer protection legislation that impacts how software can be marketed and sold to consumers.

Uniform Commercial Code (UCC): While not directly governing software licenses, provides important principles for commercial transactions that may apply to software agreements.

Uniform Computer Information Transactions Act (UCITA): State law adopted in Virginia and Maryland specifically governing software licenses and transactions.

State Data Privacy Laws: Various state-specific regulations (such as CCPA in California) governing data privacy and protection requirements.

Export Administration Regulations (EAR): Federal regulations controlling the export and international use of software and technology.

Americans with Disabilities Act (ADA): Federal law requiring accessibility considerations in software design and implementation.

HIPAA: Federal regulation governing the handling and protection of medical information in software applications.

GLBA: Federal legislation governing the handling of financial information in software applications.

FERPA: Federal law protecting the privacy of student education records, relevant if software handles educational data.

ISO/IEC Standards: International standards governing software maintenance and quality management requirements.

PCI DSS: Payment Card Industry Data Security Standard requirements for software handling payment data.

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

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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