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Commercial Software License Agreement

Commercial Software License Agreement Template for India

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Key Requirements PROMPT example:

Commercial Software License Agreement

"I need a Commercial Software License Agreement for my enterprise-level AI analytics software that will be licensed to financial institutions in India, with specific provisions for data security compliance and source code protection, planned for deployment in March 2025."

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The Commercial Software License Agreement is essential for businesses engaging in software licensing transactions within the Indian jurisdiction. This document is typically used when a software provider (licensor) grants a business entity (licensee) the right to use their proprietary software under specific terms and conditions. It encompasses crucial elements such as licensing scope, fees, usage restrictions, intellectual property rights, and compliance requirements under Indian law, particularly the Information Technology Act, 2000 and related regulations. The agreement is designed to protect the interests of both parties while ensuring clear guidelines for software deployment, maintenance, and support. It's particularly relevant in today's digital economy where software licensing forms a critical component of business operations and technology adoption.
Suggested Sections

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, and purpose of the license

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

4. Grant of License: Scope and nature of the license granted, including usage rights and restrictions

5. License Fees and Payment Terms: Details of licensing fees, payment schedule, and payment methods

6. Intellectual Property Rights: Declaration of IP ownership and protection of licensor's rights

7. Confidentiality: Obligations regarding confidential information and trade secrets

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

9. Warranties and Representations: Software performance guarantees and legal compliance warranties

10. Limitation of Liability: Scope of liability limitations and exclusions under Indian law

11. Indemnification: Mutual indemnification obligations for various risks and losses

12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, assignment, and severability

Optional Sections

1. Source Code Escrow: Terms for source code escrow arrangements, used when source code access might be needed in specific circumstances

2. Data Protection and Privacy: Specific provisions for handling personal data, required if the software processes user data

3. Service Level Agreement: Performance metrics and service levels, included for software requiring ongoing service commitments

4. Training and Support: Terms for technical support and user training, if included in the license

5. Audit Rights: Provisions for auditing licensee's use of the software, important for high-value licenses

6. Geographic Restrictions: Territorial limitations on software use, needed for licenses with geographic constraints

7. Third-Party Software: Terms relating to incorporated third-party software components, if applicable

8. Export Control: Export compliance provisions, necessary for software with international use

Suggested Schedules

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

2. Schedule B - License Fees: Detailed breakdown of all applicable fees and payment structures

3. Schedule C - Technical Requirements: Minimum system requirements and technical specifications for software operation

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

5. Schedule E - Service Level Metrics: Specific performance metrics and service level commitments

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

7. Appendix 2 - Security Requirements: Security protocols and requirements for software usage

8. Appendix 3 - Implementation Timeline: Schedule for software deployment and implementation milestones

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
Configuration
Documentation
Effective Date
Error
Force Majeure
Implementation Services
Installation
Intellectual Property Rights
License Fees
License Term
Licensed Software
Maintenance Services
Modifications
Object Code
Permitted Purpose
Professional Services
Service Levels
Software Updates
Source Code
Specifications
Support Services
System Requirements
Technical Requirements
Term
Territory
Third-Party Software
User Manual
Virus
Work Product
Working Hours
Upgrade
Usage Data
User Interface
Version
Security Requirements
Software Platform
Escrow Agent
Designated Equipment
Disaster Recovery
Deliverables
Critical Error
Backup Copy
API
Access Credentials
Authorized Location
Clauses
License Grant
Payment Terms
Intellectual Property Rights
Confidentiality
Warranties
Limitation of Liability
Indemnification
Term and Termination
Assignment
Force Majeure
Governing Law
Dispute Resolution
Notices
Audit Rights
Security Requirements
Data Protection
Service Levels
Implementation
Support and Maintenance
Training
Software Updates
Source Code Escrow
Export Control
Non-Competition
Non-Solicitation
Insurance
Compliance with Laws
Severability
Integration
Amendment
Waiver
Counterparts
Third-Party Rights
Survival
Representations
Usage Restrictions
Documentation
Acceptance Testing
Performance Standards
Business Continuity
Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare

E-commerce

Manufacturing

Professional Services

Education

Telecommunications

Retail

Banking

Insurance

Pharmaceutical

Automotive

Government Services

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Software Development

Information Security

Risk Management

Operations

Vendor Management

Business Development

Contract Administration

Relevant Roles

Chief Technology Officer

Legal Counsel

IT Director

Software Licensing Manager

Procurement Manager

Contract Manager

Information Security Officer

Compliance Officer

Software Development Manager

Business Development Manager

Operations Director

Risk Manager

Technical Account Manager

Legal Operations Manager

Chief Information Officer

Industries
Information Technology Act, 2000 (as amended): Primary legislation governing electronic transactions, software, and digital contracts in India. Relevant for electronic execution, validity of software licenses, and cybersecurity requirements.
Indian Copyright Act, 1957: Protects computer software as literary work and governs software licensing rights, reproduction, distribution, and modification permissions.
Indian Contract Act, 1872: Governs formation and enforcement of contracts, including essential elements like offer, acceptance, consideration, and capacity to contract.
Consumer Protection Act, 2019: May apply if the licensee qualifies as a consumer, providing additional protections regarding software quality and service standards.
Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011: Governs the handling of personal and sensitive data in software applications, relevant if the software processes user data.
Indian Patents Act, 1970: Relevant if the software contains patentable technical innovations or interfaces with patented technologies.
Competition Act, 2002: Ensures the software license agreement doesn't contain anti-competitive clauses or abuse of dominant market position.
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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