Perpetual License Agreement for Malta

Perpetual License Agreement Template for Malta

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Perpetual License Agreement

"I need a Perpetual License Agreement for licensing our proprietary software to enterprise clients in Malta, with specific provisions for source code escrow and 24/7 technical support obligations starting March 2025."

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What is a Perpetual License Agreement?

The Perpetual License Agreement is essential for businesses seeking to establish long-term licensing arrangements under Maltese jurisdiction. This document is typically used when a permanent transfer of usage rights is required without transferring ownership of the intellectual property. It addresses key aspects such as one-time license fees, ongoing maintenance costs, usage parameters, and support obligations. The agreement is particularly relevant in Malta's growing technology sector and must comply with both Maltese law and EU regulations, including data protection and consumer protection requirements. It's commonly used for software licensing, technology transfers, and other intellectual property arrangements where the licensee requires guaranteed permanent access to the licensed property while the licensor maintains ownership rights.

What sections should be included in a Perpetual License Agreement?

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement and brief description of the licensed property

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

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

5. License Fees: One-time payment terms and any ongoing maintenance fees

6. Intellectual Property Rights: Ownership and protection of IP rights in the licensed property

7. Licensee Obligations: Core responsibilities and restrictions on the licensee's use of the licensed property

8. Licensor Obligations: Core responsibilities of the licensor, including delivery and support

9. Warranties and Representations: Warranties regarding ownership, non-infringement, and performance

10. Limitation of Liability: Limitations on parties' liability and exclusions

11. Indemnification: Mutual or one-way indemnification obligations

12. Confidentiality: Protection of confidential information exchanged under the agreement

13. Termination: Grounds for termination (typically limited to material breach given perpetual nature)

14. Effects of Termination: Consequences and obligations upon termination

15. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

What sections are optional to include in a Perpetual License Agreement?

1. Source Code Escrow: Required if source code is to be held in escrow as security

2. Data Protection: Required if personal data processing is involved in the licensed property

3. Export Control: Required for international licensing of controlled technologies

4. Maintenance and Support: Optional section detailing ongoing support terms if not covered in a separate agreement

5. Training: Required if the licensor will provide training services

6. Performance Requirements: Required if specific performance levels must be maintained

7. Audit Rights: Optional section allowing licensor to audit licensee's use of the licensed property

8. Sublicensing Rights: Required if licensee is permitted to sublicense the property

9. Competition Compliance: Required for licenses that might impact market competition

What schedules should be included in a Perpetual License Agreement?

1. Schedule 1 - Licensed Property: Detailed description of the licensed property, including technical specifications

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

3. Schedule 3 - Technical Requirements: Minimum technical requirements for using the licensed property

4. Schedule 4 - Support Services: Detailed description of any support services provided

5. Schedule 5 - Service Levels: Performance metrics and service levels if applicable

6. Appendix A - Acceptable Use Policy: Detailed rules and restrictions for using the licensed property

7. Appendix B - Security Requirements: Security standards and requirements to be maintained

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

Software & Technology

Gaming & Entertainment

Financial Services

Healthcare Technology

Digital Media

Telecommunications

Manufacturing

Professional Services

E-commerce

Educational Technology

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Risk Management

Business Development

Product Development

Intellectual Property

Commercial Operations

Software Development

Relevant Roles

Chief Technology Officer

Legal Counsel

Intellectual Property Manager

Licensing Manager

Commercial Director

Software Development Manager

Chief Information Officer

Procurement Manager

Contract Manager

Business Development Director

Technology Transfer Officer

Compliance Officer

Risk Manager

Product 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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