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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."
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
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
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
Agreement
Authorized Users
Commencement Date
Confidential Information
Documentation
Effective Date
Hardware Requirements
Installation Site
Intellectual Property Rights
License Fee
License Key
License Term
Licensed Software
Maintenance Services
Modifications
Object Code
Operating Environment
Permitted Purpose
Prohibited Uses
Restricted Territory
Security Requirements
Software Updates
Source Code
Specifications
System Requirements
Technical Support
Territory
Third Party Software
Usage Data
User Credentials
Working Day
Workstation
Virus
Vulnerability
License Grant
License Restrictions
Usage Rights
Payment Terms
Intellectual Property
Confidentiality
Data Protection
Technical Requirements
Installation
Access Control
Monitoring Rights
Audit Rights
Warranties
Indemnification
Limitation of Liability
Force Majeure
Term and Termination
Assignment
Compliance
Export Control
Security
Documentation
Support Services
Updates and Maintenance
Notice
Governing Law
Dispute Resolution
Entire Agreement
Severability
Third Party Rights
Anti-Bribery
Competition Law
Boilerplate
Information Technology
Software Development
Financial Services
Healthcare
Manufacturing
Education
Telecommunications
Professional Services
E-commerce
Defense and Security
Research and Development
Gaming and Entertainment
Legal
Compliance
Information Technology
Software Development
Product Management
Information Security
Risk Management
Commercial Operations
Business Development
Technical Support
Contract Administration
Intellectual Property
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
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