The Proprietary Software License Agreement is essential for software companies operating in Nigeria who wish to protect their intellectual property while granting specific usage rights to their customers. This document is particularly important given Nigeria's growing technology sector and the need to comply with local regulations such as the Copyright Act, NITDA Act, and data protection requirements. The agreement should be used whenever a software owner wishes to license their proprietary software while maintaining control over its use and distribution. It typically includes detailed terms about installation, usage restrictions, fees, maintenance, and support services, all while ensuring compliance with Nigerian legal requirements. The document serves as a crucial tool for protecting the licensor's intellectual property rights while providing clear guidelines for the licensee's permitted use of the software.
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1. Parties: Identification of the licensor and licensee with 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 key terms used throughout the agreement, including technical terms
4. Grant of License: Scope and nature of the license being 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: Assert ownership and protection of IP rights in the software
7. Confidentiality: Obligations regarding confidential information and trade secrets
8. Warranties and Representations: Warranties provided for the software and disclaimers
9. Limitations of Liability: Limits on licensor's liability and exclusions
10. Term and Termination: Duration of the license and circumstances for termination
11. Post-Termination Obligations: Actions required after agreement termination
12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including force majeure, notices, and assignment
1. Data Protection and Privacy: Required if the software processes personal data, ensuring compliance with NDPR 2019
2. Source Code Escrow: Optional provision for source code escrow arrangements for business-critical software
3. Support and Maintenance: Include if ongoing support and maintenance services are part of the agreement
4. Training and Implementation: Required if the licensor provides training or implementation services
5. Third-Party Software: Include if the software incorporates third-party components
6. Export Controls: Necessary if the software is subject to international distribution
7. Service Level Agreement: Include for software provided as a service or requiring specific performance levels
8. Audit Rights: Optional clause allowing licensor to audit licensee's use of the software
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software
2. Schedule 2 - License Fees: Detailed breakdown of all applicable fees and payment terms
3. Schedule 3 - Technical Requirements: Minimum system requirements and technical specifications
4. Schedule 4 - Service Levels: Detailed service level commitments if applicable
5. Schedule 5 - Support Services: Details of support and maintenance services if included
6. Appendix A - Acceptable Use Policy: Guidelines for acceptable use of the software
7. Appendix B - Data Processing Terms: Detailed terms for handling personal data if applicable
Relevant legal definitions
Acceptance
Authorized Users
Confidential Information
Documentation
Effective Date
End User
Force Majeure
Intellectual Property Rights
License Fee
License Term
Licensed Software
Maintenance Services
Modifications
Operating Environment
Personal Data
Proprietary Information
Software Updates
Source Code
Specifications
Support Services
System Requirements
Technical Support
Territory
Third-Party Software
User Manual
Working Day
Warranty Period
Access Credentials
Affiliate
API
Authorized Location
Business Hours
Commencement Date
Customization
Data Protection Laws
Delivery Date
Designated Equipment
Error
Installation
License Key
Maintenance Release
New Version
Object Code
Permitted Purpose
Production Environment
Security Breach
Service Level Agreement
Software Documentation
Subscription Period
Test Environment
Usage Data
User Interface
Authorized Users
Confidential Information
Documentation
Effective Date
End User
Force Majeure
Intellectual Property Rights
License Fee
License Term
Licensed Software
Maintenance Services
Modifications
Operating Environment
Personal Data
Proprietary Information
Software Updates
Source Code
Specifications
Support Services
System Requirements
Technical Support
Territory
Third-Party Software
User Manual
Working Day
Warranty Period
Access Credentials
Affiliate
API
Authorized Location
Business Hours
Commencement Date
Customization
Data Protection Laws
Delivery Date
Designated Equipment
Error
Installation
License Key
Maintenance Release
New Version
Object Code
Permitted Purpose
Production Environment
Security Breach
Service Level Agreement
Software Documentation
Subscription Period
Test Environment
Usage Data
User Interface
Clauses
License Grant
License Restrictions
License Fees
Payment Terms
Intellectual Property Rights
Delivery and Installation
Acceptance Testing
Use of Software
Technical Support
Maintenance Services
Warranties
Warranty Disclaimers
Limitation of Liability
Indemnification
Confidentiality
Data Protection
Security Requirements
Service Levels
Documentation
Training
Audit Rights
Term and Duration
Termination
Effect of Termination
Force Majeure
Assignment
Sub-licensing
Third Party Rights
Dispute Resolution
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Amendments
Waiver
Compliance with Laws
Export Control
Source Code Escrow
Performance Obligations
Implementation Services
License Restrictions
License Fees
Payment Terms
Intellectual Property Rights
Delivery and Installation
Acceptance Testing
Use of Software
Technical Support
Maintenance Services
Warranties
Warranty Disclaimers
Limitation of Liability
Indemnification
Confidentiality
Data Protection
Security Requirements
Service Levels
Documentation
Training
Audit Rights
Term and Duration
Termination
Effect of Termination
Force Majeure
Assignment
Sub-licensing
Third Party Rights
Dispute Resolution
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Amendments
Waiver
Compliance with Laws
Export Control
Source Code Escrow
Performance Obligations
Implementation Services
Relevant Industries
Information Technology
Banking and Financial Services
Healthcare
Education
Government and Public Sector
Telecommunications
Manufacturing
Retail
Professional Services
Energy and Utilities
Media and Entertainment
Transportation and Logistics
Relevant Teams
Legal
Information Technology
Procurement
Compliance
Information Security
Sales
Business Development
Risk Management
Operations
Finance
Software Development
Relevant Roles
Chief Technology Officer
Legal Counsel
Software Licensing Manager
IT Director
Procurement Manager
Compliance Officer
Contract Manager
Information Security Officer
Technical Account Manager
Business Development Manager
Software Asset Manager
Risk Manager
Chief Information Officer
Legal Operations Manager
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