This Proprietary Software License Agreement template is designed for use in the German market, complying with German legal requirements and business practices. It is typically used when a software provider wishes to license their proprietary software while maintaining ownership rights and controlling usage. The agreement covers critical aspects such as license scope, intellectual property rights, warranties, and liability limitations under German law. It is structured to comply with the German Civil Code (BGB), Copyright Act (UrhG), and data protection regulations (DSGVO). The document is particularly important for software companies operating in Germany or licensing software to German entities, as it includes specific provisions required by German law regarding software warranties, maintenance obligations, and user rights. The agreement can be customized for various types of software products and licensing models, from standard commercial software to specialized enterprise applications.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the software and intended use
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. License Grant: Scope of the license, usage rights, and restrictions
5. Intellectual Property Rights: Confirmation of ownership and IP rights protection
6. License Fees and Payment Terms: Pricing, payment schedule, and related conditions
7. Delivery and Installation: Terms regarding software delivery, installation, and acceptance
8. Documentation and Training: Provisions regarding user manuals, technical documentation, and training
9. Maintenance and Support: Terms of technical support and software maintenance
10. Warranties and Representations: Software performance warranties and legal compliance guarantees
11. Liability and Limitations: Scope of liability and limitations under German law
12. Term and Termination: Duration, renewal, and termination conditions
13. Confidentiality: Protection of confidential information and trade secrets
14. Data Protection: GDPR compliance and data processing terms
15. General Provisions: Standard legal provisions including governing law, jurisdiction, and notices
1. Third-Party Software: Required when the software includes third-party components or dependencies
2. Source Code Escrow: Optional provision for source code deposit with an escrow agent
3. Service Level Agreement: Required when specific performance levels are guaranteed
4. Export Control: Required when software may be subject to export restrictions
5. Audit Rights: Optional section for license compliance monitoring
6. Development Services: Required when custom development or modifications are included
7. Beta Testing: Required for pre-release or beta version licensing
8. High-Risk Use Restrictions: Required when software is not intended for critical systems
9. Insurance Requirements: Optional section specifying required insurance coverage
1. Schedule 1 - Software Description: Detailed technical specifications and functionality description
2. Schedule 2 - License Fees: Detailed pricing structure and payment terms
3. Schedule 3 - Support Services: Detailed support and maintenance terms and service levels
4. Schedule 4 - Acceptable Use Policy: Detailed terms of permitted and prohibited use
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and details
6. Schedule 6 - Technical Requirements: Required hardware and software environment specifications
7. Appendix A - Licensed Locations: List of authorized locations for software installation and use
8. Appendix B - Authorized Users: Categories or specific list of authorized users
Relevant legal definitions
Acceptance Criteria
Affiliate
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Error
Fees
Force Majeure
GDPR/DSGVO
Intellectual Property Rights
License Key
Licensed Location
Licensed Software
Maintenance Services
Major Release
Minor Release
Normal Business Hours
Operating Environment
Patch
Personal Data
Production Environment
Professional Services
Service Level Agreement
Software Modules
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third-Party Software
Updates
Upgrades
User Authentication
Warranty Period
Work Product
Working Hours
Critical Error
Development Environment
Emergency Maintenance
Implementation Services
Installation Site
License Models
Maintenance Window
Object Code
Planned Maintenance
Response Time
Runtime Environment
Test Environment
User Interface
Affiliate
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Error
Fees
Force Majeure
GDPR/DSGVO
Intellectual Property Rights
License Key
Licensed Location
Licensed Software
Maintenance Services
Major Release
Minor Release
Normal Business Hours
Operating Environment
Patch
Personal Data
Production Environment
Professional Services
Service Level Agreement
Software Modules
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third-Party Software
Updates
Upgrades
User Authentication
Warranty Period
Work Product
Working Hours
Critical Error
Development Environment
Emergency Maintenance
Implementation Services
Installation Site
License Models
Maintenance Window
Object Code
Planned Maintenance
Response Time
Runtime Environment
Test Environment
User Interface
Clauses
License Grant
Intellectual Property Rights
Payment Terms
Delivery and Installation
Acceptance Testing
Warranties
Liability Limitation
Confidentiality
Data Protection
Term and Termination
Force Majeure
Assignment
Audit Rights
Technical Support
Maintenance Services
Documentation
Training
Service Levels
User Restrictions
Export Control
Source Code Escrow
Third-Party Software
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendment
Waiver
Indemnification
Insurance
Compliance with Laws
Security Requirements
Performance Standards
Usage Restrictions
Access Rights
Backup and Recovery
Implementation Services
Change Control
Intellectual Property Rights
Payment Terms
Delivery and Installation
Acceptance Testing
Warranties
Liability Limitation
Confidentiality
Data Protection
Term and Termination
Force Majeure
Assignment
Audit Rights
Technical Support
Maintenance Services
Documentation
Training
Service Levels
User Restrictions
Export Control
Source Code Escrow
Third-Party Software
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendment
Waiver
Indemnification
Insurance
Compliance with Laws
Security Requirements
Performance Standards
Usage Restrictions
Access Rights
Backup and Recovery
Implementation Services
Change Control
Relevant Industries
Information Technology
Software Development
Financial Services
Healthcare
Manufacturing
Retail
Telecommunications
Professional Services
Education
Government
Automotive
Energy
Insurance
Media and Entertainment
E-commerce
Relevant Teams
Legal
Information Technology
Procurement
Sales
Compliance
Software Development
Information Security
Commercial
Product Management
Risk Management
Vendor Management
Relevant Roles
Chief Technology Officer
Legal Counsel
Software Licensing Manager
IT Director
Procurement Manager
Commercial Director
Contract Manager
Software Development Manager
Compliance Officer
Information Security Officer
Data Protection Officer
Sales Director
Business Development Manager
Enterprise Architect
Product Manager
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