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Unlimited Software License

Unlimited Software License Template for Canada

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Key Requirements PROMPT example:

Unlimited Software License

I need an Unlimited Software License Agreement for enterprise-level cybersecurity software that will be deployed across our financial services company's Canadian operations, with specific provisions for data privacy compliance and source code escrow arrangements.

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This Unlimited Software License agreement template is designed for use under Canadian jurisdiction when a software provider grants comprehensive, perpetual rights to use their software products to a business customer. The document is particularly suitable for enterprise-level software deployments where the licensee requires unrestricted use within their organization. It includes essential provisions required by Canadian federal and provincial laws, including compliance with the Copyright Act, PIPEDA, and relevant provincial legislation. The agreement covers intellectual property rights, usage terms, support services, data protection, and liability limitations, making it suitable for both standard software implementations and scenarios involving customization or integration services.
Suggested Sections

1. Parties: Identification of the licensor and licensee, including full legal names and addresses

2. Background: Context of the agreement, nature of the software, and general purpose of the license

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Grant of License: Scope of the unlimited license, including permitted uses, users, and deployment scenarios

5. License Fees: Payment terms, including initial fees and any recurring charges

6. Intellectual Property Rights: Assertion and protection of the licensor's IP rights in the software

7. Licensee Obligations: Requirements and restrictions on the licensee's use of the software

8. Warranties and Representations: Warranties provided by the licensor regarding the software's performance and functionality

9. Limitation of Liability: Limits on the licensor's liability and disclaimers

10. Confidentiality: Protection of confidential information exchanged between parties

11. Term and Termination: Duration of the agreement and circumstances for termination

12. General Provisions: Standard legal provisions including governing law, notices, and assignment

Optional Sections

1. Professional Services: Include when the agreement covers additional services such as implementation or training

2. Service Level Agreement: Include when specific performance levels or support services are guaranteed

3. Data Protection: Include when the software processes personal data or requires specific privacy compliance

4. Source Code Escrow: Include when source code access might be necessary under specific conditions

5. Export Controls: Include when the software may be subject to international trade restrictions

6. Disaster Recovery: Include when business continuity requirements need to be specified

7. Third-Party Software: Include when the software incorporates third-party components

8. Custom Development: Include when custom modifications or developments are part of the agreement

Suggested Schedules

1. Schedule A - Software Description: Detailed description of the licensed software, including versions and components

2. Schedule B - Technical Requirements: Hardware and software requirements for operating the software

3. Schedule C - License Fees: Detailed breakdown of all applicable fees and payment terms

4. Schedule D - Support Services: Description of support and maintenance services if included

5. Schedule E - Service Levels: Detailed service level commitments and metrics if applicable

6. Appendix 1 - Authorized Users: Definition and list of authorized users or user categories

7. Appendix 2 - Acceptable Use Policy: Detailed rules and restrictions for software usage

8. Appendix 3 - Security Requirements: Security standards and requirements for software deployment and use

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acceptance
Affiliate
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Enhancement
Error
Fees
Force Majeure
Intellectual Property Rights
License
Licensed Software
Maintenance Services
Major Release
Minor Release
Normal Business Hours
Operating Environment
Patch
Personal Information
Professional Services
Security Breach
Service Levels
Software
Source Code
Specifications
Support Services
System Requirements
Technical Support
Term
Territory
Third-Party Software
Updates
Upgrades
User Documentation
Virus
Work Product
Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare

Manufacturing

Retail

Professional Services

Education

Government

Telecommunications

Energy

Transportation

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Risk Management

Information Security

Software Development

Contract Administration

Finance

Operations

Relevant Roles

Chief Technology Officer

Chief Information Officer

Legal Counsel

IT Director

Procurement Manager

Software Licensing Manager

Compliance Officer

Risk Manager

Information Security Officer

Contract Administrator

Technology Procurement Specialist

IT Asset Manager

Enterprise Architect

Software Development Manager

Legal Operations Manager

Industries
Copyright Act (R.S.C., 1985, c. C-42): Federal law governing copyright protection, including software copyright, terms of protection, and licensing rights
Personal Information Protection and Electronic Documents Act (PIPEDA): Federal privacy legislation that may affect how software handles personal information and data protection requirements
Competition Act (R.S.C., 1985, c. C-34): Federal law governing anti-competitive practices, which could affect licensing terms and restrictions
Consumer Protection Act (varies by province): Provincial legislation protecting consumer rights in commercial transactions, including software licensing to individuals
Electronic Commerce Act (varies by province): Provincial legislation governing electronic transactions and digital contracts
Excise Tax Act (R.S.C., 1985, c. E-15): Federal legislation governing GST/HST application to software licensing
Sale of Goods Act (varies by province): Provincial legislation governing commercial transactions, which may apply to software licensing
Patent Act (R.S.C., 1985, c. P-4): Federal legislation that may be relevant if the software contains patented technologies
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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