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Proprietary Software Licence

Proprietary Software Licence Template for Malaysia

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Key Requirements PROMPT example:

Proprietary Software Licence

"I need a Proprietary Software License Agreement for my cloud-based accounting software that will be licensed to small businesses in Malaysia, with monthly subscription fees and standard support services included."

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Document background
The Proprietary Software License Agreement is essential for software companies operating in Malaysia who wish to protect their intellectual property while monetizing their software through licensing. This document is used when a software owner wants to grant specific usage rights to their software while retaining ownership and control over the intellectual property. The agreement must comply with Malaysian legislation, particularly the Copyright Act 1987, Electronic Commerce Act 2006, and Personal Data Protection Act 2010. It typically includes detailed terms regarding usage restrictions, fees, warranties, support services, and confidentiality obligations. This type of agreement is particularly important in the Malaysian market where software piracy concerns exist and robust legal protection is necessary for software intellectual property.
Suggested Sections

1. Parties: Identification of licensor and licensee with full legal names and registered addresses

2. Background: Context of the agreement, including brief description of the software and purpose of the license

3. Definitions: Detailed definitions of technical terms, software components, and key concepts used throughout the agreement

4. Grant of License: Scope of license, usage rights, restrictions, and territory limitations

5. License Fees: Payment terms, fee structure, and payment schedule

6. Intellectual Property Rights: Assertion of ownership rights, protection of IP, and handling of derivative works

7. Confidentiality: Protection of proprietary information and trade secrets

8. Warranties and Representations: Software performance guarantees and ownership warranties

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

10. Term and Termination: Duration of license, renewal terms, and termination conditions

11. Post-Termination Obligations: Requirements after agreement ends, including software deletion and return of materials

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

Optional Sections

1. Professional Services: Include when implementation, training, or customization services are provided

2. Service Level Agreement: Include for cloud-based software or when specific performance metrics are guaranteed

3. Data Protection: Include when software processes personal data subject to PDPA

4. Source Code Escrow: Include when source code escrow arrangements are required for business continuity

5. Third-Party Software: Include when third-party components are part of the licensed software

6. Export Controls: Include when software is subject to export regulations

7. Maintenance and Support: Include when ongoing support services are provided

8. Audit Rights: Include when licensor needs right to audit licensee's use of software

Suggested Schedules

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

2. License Fees and Payment Schedule: Detailed breakdown of fees, payment terms, and schedules

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

4. Acceptable Use Policy: Detailed terms of permitted and prohibited uses of the software

5. Support and Maintenance Terms: Detailed service levels and support procedures if applicable

6. Data Processing Terms: Specific terms for handling personal data if applicable

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
Agreement
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Intellectual Property Rights
License Fee
License Term
Licensed Software
Maintenance Services
Object Code
Source Code
Permitted Purpose
Revenue
Software Updates
Software Upgrades
Specifications
Support Services
System Requirements
Territory
Third Party Software
User Manual
Working Hours
Designated Equipment
Installation Site
Access Credentials
Application Programming Interface
Backup Copy
Delivery Date
Error
Implementation Services
License Key
Performance Standards
Security Requirements
Service Level
Technical Support
Usage Data
User Interface
Warranty Period
Clauses
License Grant
Payment
Intellectual Property
Confidentiality
Warranties
Liability Limitation
Indemnification
Term and Termination
Force Majeure
Assignment
Governing Law
Dispute Resolution
Data Protection
Usage Restrictions
Audit Rights
Technical Support
Maintenance
Security
Export Control
Competition Law
Third Party Rights
Entire Agreement
Severability
Notices
Amendment
Waiver
Counterparts
Survival
Software Delivery
Installation
Training
Acceptance Testing
Performance Standards
Service Levels
Escrow
Relevant Industries

Technology

Banking and Finance

Healthcare

Education

Manufacturing

Retail

Professional Services

Telecommunications

Government

Energy

Transportation

E-commerce

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Commercial

Risk Management

Software Development

Vendor Management

Business Development

Finance

Relevant Roles

Chief Technology Officer

Legal Counsel

Software Licensing Manager

Procurement Manager

IT Director

Compliance Officer

Commercial Director

Chief Information Officer

Software Asset Manager

Contract Administrator

Technology Risk Manager

Chief Legal Officer

Business Development Manager

Industries
Copyright Act 1987: Primary legislation protecting software as a literary work, governing rights of copyright owners, and establishing framework for software licensing
Contracts Act 1950: Foundational law governing formation and enforcement of contracts in Malaysia, including essential elements like offer, acceptance, and consideration
Electronic Commerce Act 2006: Relevant for digital transactions and electronic agreements, particularly for software distributed electronically
Personal Data Protection Act 2010: Important when software involves collection, processing, or storage of personal data of Malaysian users
Consumer Protection Act 1999: Applicable if the software is licensed to consumers, ensuring fair terms and protection of consumer rights
Competition Act 2010: Ensures license terms don't contain anti-competitive provisions or abuse market dominance
Trade Descriptions Act 2011: Relevant for software description, features, and capabilities claims in the license agreement
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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