This Perpetual License Agreement template is designed for use in Canadian jurisdictions where a permanent, ongoing license for software or technology is required. It's particularly suitable for enterprise-level software implementations or significant technology acquisitions where the licensee needs perpetual usage rights rather than a subscription-based model. The document incorporates requirements from Canadian federal and provincial legislation, including intellectual property laws, privacy regulations, and consumer protection provisions where applicable. It covers essential elements such as license scope, usage rights, maintenance terms, warranties, and liability limitations, while allowing for customization based on specific provincial requirements, particularly considering the distinct civil law system in Quebec versus common law provinces.
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1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, brief description of the software/product, and the parties' intention to enter into a perpetual license arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope of the perpetual license, including usage rights, restrictions, and territory
5. License Fees: One-time license fee, payment terms, and any ongoing maintenance fees
6. Intellectual Property Rights: Confirmation of ownership rights, protection of IP, and handling of derivative works
7. Warranties and Representations: Standard warranties regarding ownership, non-infringement, and performance
8. Support and Maintenance: Terms for ongoing technical support and software maintenance
9. Confidentiality: Protection of confidential information exchanged between parties
10. Limitation of Liability: Caps on liability and exclusions of certain types of damages
11. Term and Termination: Duration of the agreement and circumstances for termination despite perpetual nature
12. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Third-Party Software: Required when the licensed software includes third-party components or dependencies
2. Data Protection: Necessary when personal data processing is involved in the software usage
3. Export Control: Required for software subject to export control regulations
4. Source Code Escrow: Optional protection for licensee through source code escrow arrangements
5. Training and Implementation: Include when initial training and implementation services are part of the agreement
6. Service Level Agreement: Optional section for defining performance standards and metrics
7. Audit Rights: Include when licensor requires rights to audit licensee's usage
8. Insurance Requirements: Added when specific insurance coverage is required from either party
1. Schedule A - Licensed Software: Detailed description of the licensed software, including versions and components
2. Schedule B - Technical Specifications: Technical requirements, functionality, and performance specifications
3. Schedule C - Fee Schedule: Detailed breakdown of license fees and any recurring charges
4. Schedule D - Support and Maintenance Services: Detailed description of support levels, response times, and maintenance services
5. Schedule E - Acceptable Use Policy: Detailed terms of acceptable use and restrictions
6. Appendix 1 - Installation Requirements: Technical requirements for installation and deployment
7. Appendix 2 - Security Requirements: Security standards and requirements for software usage
Relevant legal definitions
Acceptance Tests
Affiliate
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Enhancement
Error
Fees
Force Majeure Event
Intellectual Property Rights
License
Licensed Software
Maintenance Services
Major Release
Minor Release
Object Code
Patch
Personal Information
Pre-existing Materials
Professional Services
Prohibited Uses
Related Documentation
Security Breach
Service Level Agreement
Source Code
Specifications
Support Services
System Requirements
Technical Support
Territory
Third Party Components
Third Party Licenses
Updates
Upgrades
User Manual
Virus
Warranty Period
Work Product
Affiliate
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Enhancement
Error
Fees
Force Majeure Event
Intellectual Property Rights
License
Licensed Software
Maintenance Services
Major Release
Minor Release
Object Code
Patch
Personal Information
Pre-existing Materials
Professional Services
Prohibited Uses
Related Documentation
Security Breach
Service Level Agreement
Source Code
Specifications
Support Services
System Requirements
Technical Support
Territory
Third Party Components
Third Party Licenses
Updates
Upgrades
User Manual
Virus
Warranty Period
Work Product
Clauses
Definitions
License Grant
License Restrictions
Intellectual Property Rights
Payment Terms
Support and Maintenance
Warranties
Limitation of Liability
Indemnification
Confidentiality
Data Protection
Term and Termination
Force Majeure
Assignment
Audit Rights
Compliance with Laws
Dispute Resolution
Governing Law
Notices
Third Party Rights
Export Control
Insurance
Security Requirements
Service Levels
Implementation
Training
Documentation
Software Updates
Source Code Escrow
Acceptance Testing
General Provisions
Entire Agreement
Severability
Waiver
Amendment
Counterparts
License Grant
License Restrictions
Intellectual Property Rights
Payment Terms
Support and Maintenance
Warranties
Limitation of Liability
Indemnification
Confidentiality
Data Protection
Term and Termination
Force Majeure
Assignment
Audit Rights
Compliance with Laws
Dispute Resolution
Governing Law
Notices
Third Party Rights
Export Control
Insurance
Security Requirements
Service Levels
Implementation
Training
Documentation
Software Updates
Source Code Escrow
Acceptance Testing
General Provisions
Entire Agreement
Severability
Waiver
Amendment
Counterparts
Relevant Industries
Information Technology
Software Development
Digital Media
Financial Services
Healthcare
Manufacturing
Professional Services
Telecommunications
Education
Entertainment
Retail
Biotechnology
Government
Consulting
Relevant Teams
Legal
Information Technology
Procurement
Compliance
Information Security
Software Asset Management
Vendor Management
Risk Management
Finance
Operations
Relevant Roles
Chief Technology Officer
IT Director
Legal Counsel
Procurement Manager
Software Licensing Manager
Contract Administrator
Chief Information Officer
Information Security Officer
Technology Compliance Manager
Software Asset Manager
Chief Legal Officer
Vendor Management Director
IP Rights Manager
Enterprise Architect
Solutions Manager
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