Restrictive Software License Template for India

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Key Requirements PROMPT example:

Restrictive Software License

"I need a Restrictive Software License Agreement under Indian law for my enterprise security software, to be licensed to corporate clients in India and Southeast Asia starting January 2025, with strict usage limitations and audit rights."

Document background
This Restrictive Software License Agreement is designed for use in situations where software owners need to maintain strict control over their intellectual property while allowing limited usage rights to licensees under Indian law. The document is particularly relevant when licensing proprietary software that contains valuable intellectual property, trade secrets, or sensitive technologies. As a Restrictive Software License, it includes detailed provisions for usage limitations, monitoring rights, and enforcement mechanisms, while ensuring compliance with Indian legislation including the Copyright Act, 1957, the Information Technology Act, 2000, and the Indian Contract Act, 1872. The agreement is structured to protect the licensor's interests while providing clear guidelines for acceptable use by licensees, making it suitable for both business-to-business and business-to-consumer relationships in the Indian market.
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 technical terms, key concepts, and specific terms used throughout the agreement

4. Grant of License: Specific terms of the license grant, including scope, territory, and duration

5. License Restrictions: Explicit limitations on use, copying, modification, and distribution of the software

6. License Fee and Payment Terms: Details of license fees, payment schedule, and payment methods

7. Intellectual Property Rights: Assertion of ownership rights and protection of intellectual property

8. Confidentiality: Obligations regarding confidential information and trade secrets

9. Warranties and Representations: Warranties provided by licensor and disclaimers

10. Limitation of Liability: Caps on liability and exclusions of certain types of damages

11. Term and Termination: Duration of agreement, renewal terms, and termination circumstances

12. Post-Termination Obligations: Actions required upon termination including software deletion and return of materials

13. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution

14. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

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: Specific provisions for handling personal data, required if software processes personal information

3. Export Control: Compliance with export regulations, needed for international distribution

4. Audit Rights: Rights and procedures for auditing licensee's compliance, useful for high-value licenses

5. Support and Maintenance: Terms for technical support and updates if offered separately

6. Service Level Agreement: Performance standards and metrics, relevant for cloud-based software

7. Third-Party Software: Provisions regarding third-party components, needed if software includes third-party elements

8. Insurance Requirements: Insurance obligations, relevant for high-risk or enterprise software

Suggested Schedules

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

2. Schedule B - License Fees: Detailed breakdown of license fees, payment schedules, and pricing tiers

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

4. Schedule D - Authorized Users: Definition and limitations of authorized users and access levels

5. Schedule E - Restricted Territory: Geographical or jurisdictional restrictions on software use

6. Schedule F - Support Services: Details of any support services, response times, and escalation procedures

7. Appendix 1 - Acceptable Use Policy: Detailed policies regarding acceptable and prohibited uses of the software

8. Appendix 2 - Security Requirements: Security protocols and requirements for software usage and data protection

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

Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare

Manufacturing

Education

Telecommunications

Professional Services

E-commerce

Defense and Security

Research and Development

Gaming and Entertainment

Relevant Teams

Legal

Compliance

Information Technology

Software Development

Product Management

Information Security

Risk Management

Commercial Operations

Business Development

Technical Support

Contract Administration

Intellectual Property

Relevant Roles

Legal Counsel

Software Licensing Manager

Intellectual Property Manager

Contract Administrator

Chief Technology Officer

Software Development Manager

Compliance Officer

Risk Manager

Business Development Manager

Product Manager

Software Architect

Information Security Officer

Commercial Director

Operations Manager

Industries
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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