Software Sublicense Agreement

Software Sublicense Agreement Template for United States

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Key Requirements PROMPT example:

"I need a Software Sublicense Agreement to allow my company's European subsidiary to use our enterprise software platform, which we license from Microsoft, with coverage needed from March 2025 and including provisions for technical support and maintenance."

Document background

The Software Sublicense Agreement is essential when an organization needs to extend software usage rights to third parties while maintaining compliance with the original license terms. This document type is particularly relevant in the United States, where it must adhere to federal copyright laws and state-specific regulations. The agreement typically includes detailed provisions about usage scope, fees, technical support, and compliance with the master license agreement. A Software Sublicense Agreement is crucial for businesses that need to legally distribute software access across their network of partners, subsidiaries, or clients.

Suggested Sections

1. Parties: Identification of the licensor (original licensee) and sublicensee

2. Background: Context of the agreement, reference to master license, and purpose of sublicense

3. Definitions: Key terms used throughout the agreement

4. Grant of License: Scope and nature of the sublicense being granted

5. License Restrictions: Limitations and prohibited uses of the software

6. Fees and Payment: Financial terms including license fees and payment schedule

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

8. Term and Termination: Duration and conditions for ending the agreement

9. Warranties and Disclaimers: Standard warranties and limitations

Optional Sections

1. Support and Maintenance: Terms for technical support and software updates when ongoing support is included in the sublicense

2. Data Protection: Privacy and data handling requirements when personal data is processed

3. Export Controls: Compliance with export regulations when software may be used internationally

4. Source Code Escrow: Terms for source code protection when dealing with critical software

Suggested Schedules

1. Schedule 1 - Software Description: Detailed description of the licensed software and its components

2. Schedule 2 - License Fees: Detailed breakdown of fees and payment terms

3. Schedule 3 - Technical Specifications: Technical requirements and specifications for the software

4. Schedule 4 - Service Level Agreement: Performance metrics and service levels for support and maintenance

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Agreement
Confidential Information

Effective Date

Intellectual Property Rights

Permitted Use

Territory

Clauses

Relevant Industries

Technology
Financial Services
Healthcare
Manufacturing
Professional Services

Relevant Teams

Legal
Information Technology
Procurement
Finance
Compliance
Operations

Relevant Roles

Chief Technology Officer
Legal Counsel
IT Director
Procurement Manager
Software Asset Manager
Contract Manager

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Software Sublicense Agreement Template for United States

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