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Perpetual Software License

Perpetual Software License Template for Switzerland

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Key Requirements PROMPT example:

Perpetual Software License

"I need a Perpetual Software License agreement under Swiss law for licensing my cloud-based accounting software to a single corporate client, with standard maintenance terms and basic data protection provisions, to be effective from March 1, 2025."

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Document background
This Perpetual Software License agreement is designed for situations where a software provider grants permanent, non-revocable rights to use their software to a customer under Swiss law. The document is particularly suited for enterprise software deployments where the customer requires long-term security of software usage rights and stable operational conditions. It comprehensively addresses perpetual licensing terms, maintenance provisions, intellectual property rights, and compliance with Swiss federal regulations, including the Swiss Code of Obligations and Data Protection Act. The agreement is structured to protect both the licensor's intellectual property rights and the licensee's investment while establishing clear parameters for software usage, support, and dispute resolution under Swiss jurisdiction.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee, including registered addresses and company details

2. Background: Context of the agreement, brief description of the software, and the parties' intentions

3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement

4. License Grant: Scope of the perpetual license, permitted uses, and any territorial restrictions

5. License Fees: One-time license fee, payment terms, and any recurring maintenance fees

6. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of derivative works

7. Delivery and Installation: Terms for software delivery, installation requirements, and acceptance criteria

8. Use Restrictions: Specific limitations on use, prohibited activities, and user restrictions

9. Maintenance and Support: Terms for ongoing maintenance, updates, and technical support services

10. Warranties and Representations: Software performance warranties, IP warranties, and compliance with laws

11. Liability and Indemnification: Limitation of liability, mutual indemnification obligations, and risk allocation

12. Term and Termination: Duration of perpetual license, termination grounds, and post-termination obligations

13. Confidentiality: Protection of confidential information and trade secrets

14. General Provisions: Standard legal clauses including governing law, jurisdiction, and dispute resolution

Optional Sections

1. Source Code Escrow: Terms for source code escrow arrangements, typically included for business-critical software

2. Data Protection: Specific data protection obligations when software processes personal data

3. Disaster Recovery: Requirements for disaster recovery and business continuity measures

4. Export Control: Compliance with export control regulations for international use

5. Third-Party Software: Terms relating to incorporated third-party software components

6. Service Level Agreement: Detailed performance metrics and service levels for software operation

7. Security Requirements: Specific security standards and compliance requirements

8. Training and Documentation: Terms for user training and maintenance of documentation

Suggested Schedules

1. Software Description: Detailed technical specifications and functionality of the licensed software

2. License Fees Schedule: Detailed breakdown of license fees and payment schedule

3. Technical Requirements: Hardware and software requirements for proper operation

4. Support and Maintenance Services: Detailed description of support levels and maintenance services

5. Acceptance Testing Procedures: Criteria and procedures for software acceptance testing

6. Security Standards: Required security standards and compliance requirements

7. Authorized Users: List of authorized users or user categories and access levels

8. Third-Party Components: List of third-party software components and associated licenses

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
Acceptance Tests
Affiliate
Authorized Users
Business Day
Confidential Information
Configuration
Customization
Documentation
Effective Date
Error
Force Majeure
Hardware Requirements
Intellectual Property Rights
License Fee
Licensed Software
Maintenance Services
Maintenance Fee
Major Release
Minor Release
Modifications
Normal Business Hours
Object Code
Operating Environment
Perpetual License
Personal Data
Production Environment
Release
Response Time
Service Level Agreement
Site
Software
Source Code
Specifications
Support Services
System
Technical Requirements
Term
Territory
Third-Party Software
Updates
Upgrades
User Manual
Virus
Warranty Period
Work Product
Working Hours
Clauses
Grant of License
License Restrictions
Intellectual Property Rights
Payment Terms
Delivery and Installation
Acceptance Testing
Warranties
Support and Maintenance
Service Levels
Technical Requirements
Confidentiality
Data Protection
Liability Limitation
Indemnification
Force Majeure
Term and Termination
Assignment
Audit Rights
Export Control
Source Code Escrow
Dispute Resolution
Governing Law
Documentation
Training
Security Requirements
Business Continuity
Third-Party Rights
Compliance with Laws
Notice
Severability
Entire Agreement
Amendment
Waiver
Counterparts
Interpretation
Insurance
Subcontracting
Performance Standards
User Restrictions
Territory Restrictions
Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare

Manufacturing

Retail

Professional Services

Telecommunications

Education

Government and Public Sector

Insurance

Pharmaceuticals

Energy and Utilities

Transportation and Logistics

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Finance

Risk Management

Information Security

Vendor Management

Software Asset Management

Technical Operations

Contract Administration

Relevant Roles

Chief Technology Officer

Legal Counsel

IT Director

Procurement Manager

Software Licensing Manager

Compliance Officer

Contract Manager

Chief Information Officer

Chief Legal Officer

IT Procurement Specialist

Software Asset Manager

Information Security Manager

Technical Operations Director

Chief Financial Officer

Risk Manager

Vendor Management Officer

Industries
Swiss Code of Obligations (CO): The primary source of Swiss contract law that governs the formation, performance, and termination of contracts, including licensing agreements (Articles 1-40 for general provisions, Articles 184-318 for specific contract types)
Swiss Copyright Act (CopA): Regulates copyright protection for software and computer programs, including licensing rights and restrictions (particularly Articles 2, 10, and 19)
Swiss Federal Data Protection Act (FDPA): Governs the processing and handling of personal data, which is relevant if the software processes user data or requires data collection
Swiss Federal Act on Patents for Inventions: Relevant if the software contains patented technologies or algorithms that need to be addressed in the licensing terms
Swiss Unfair Competition Act (UCA): Ensures fair competition and protects against unfair business practices, including provisions affecting licensing terms and restrictions
Swiss Civil Code: Contains fundamental principles of Swiss law that may affect contract interpretation and execution
Federal Act on Electronic Signatures (ZertES): Relevant for electronic contract formation and digital signatures if the license agreement is to be executed electronically
Federal Act on International Private Law (IPRG): Important for cross-border licensing scenarios and determining applicable law in international disputes
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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