The Proprietary Software License Agreement is essential for any software company or organization looking to license their proprietary software products in Nigeria while maintaining control over their intellectual property rights. This document is particularly relevant in the context of Nigeria's growing technology sector and must comply with local legislation including the Copyright Act, Data Protection Regulation (NDPR), and Cybercrimes Act. The agreement should be used when a software owner wishes to grant usage rights while retaining ownership and controlling how their software is used. It typically includes detailed terms covering license scope, usage restrictions, fees, support services, warranties, and liability limitations. The document must be structured to be enforceable under Nigerian law while meeting international software licensing standards.
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1. Parties: Identification of the licensor and licensee, including their registered addresses and company details
2. Background: Context of the agreement, brief description of the software, and the parties' intentions
3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement
4. License Grant: Scope and nature of the license, including territory, duration, and type (e.g., non-exclusive)
5. License Restrictions: Specific prohibitions and limitations on the use of the software
6. Intellectual Property Rights: Assertion and protection of the licensor's IP rights in the software
7. Payment Terms: License fees, payment schedule, and related financial terms
8. Delivery and Installation: Terms regarding software delivery, installation process, and acceptance criteria
9. Support and Maintenance: Terms of technical support and software maintenance services
10. Confidentiality: Protection of confidential information and trade secrets
11. Warranties and Representations: Software performance warranties and legal compliance representations
12. Limitation of Liability: Caps on liability and exclusions of certain types of damages
13. Term and Termination: Duration of the agreement and grounds for termination
14. Post-Termination Obligations: Actions required after agreement termination
15. General Provisions: Standard legal clauses including governing law, dispute resolution, and notices
1. Source Code Escrow: Terms for source code escrow arrangements, used when licensee requires additional security
2. Data Protection: Specific provisions for handling personal data, required if software processes user data
3. Export Control: Compliance with export regulations, needed for international licensing
4. Third-Party Software: Terms relating to incorporated third-party software components
5. Professional Services: Additional services such as customization or integration
6. Service Level Agreement: Specific performance metrics and service levels, for cloud-based software
7. Disaster Recovery: Business continuity and disaster recovery provisions, for critical software
8. Change Control: Procedures for managing changes to the software or agreement terms
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software
2. Schedule 2 - License Fees: Detailed breakdown of license fees and payment structure
3. Schedule 3 - Support Services: Detailed description of support and maintenance services
4. Schedule 4 - Service Levels: Performance metrics and service level commitments
5. Schedule 5 - Authorized Users: Definition and limitations of authorized users
6. Schedule 6 - Technical Requirements: Hardware and system requirements for the software
7. Appendix A - Acceptance Testing: Acceptance testing procedures and criteria
8. Appendix B - Data Processing Terms: Detailed data protection and processing requirements
Relevant legal definitions
Acceptance Tests
Affiliate
Authorized Users
Business Day
Confidential Information
Configuration
Documentation
Effective Date
End User
Force Majeure Event
Initial Term
Installation
Intellectual Property Rights
License Fees
License Period
Licensed Software
Maintenance Release
Major Release
Materials
Modifications
New Version
Normal Business Hours
Personal Data
Proprietary Information
Representatives
Security Requirements
Service Levels
Software
Source Code
Specification
Support Services
System Requirements
Technical Requirements
Term
Territory
Third-Party Software
Updates
Upgrades
User Manual
Virus
Working Hours
Affiliate
Authorized Users
Business Day
Confidential Information
Configuration
Documentation
Effective Date
End User
Force Majeure Event
Initial Term
Installation
Intellectual Property Rights
License Fees
License Period
Licensed Software
Maintenance Release
Major Release
Materials
Modifications
New Version
Normal Business Hours
Personal Data
Proprietary Information
Representatives
Security Requirements
Service Levels
Software
Source Code
Specification
Support Services
System Requirements
Technical Requirements
Term
Territory
Third-Party Software
Updates
Upgrades
User Manual
Virus
Working Hours
Clauses
License Grant
License Restrictions
Intellectual Property Rights
Payment
Confidentiality
Data Protection
Warranties
Liability
Indemnification
Term and Termination
Force Majeure
Assignment
Technical Support
Maintenance
Installation
Acceptance Testing
Security
Access Rights
Usage Restrictions
Export Control
Audit Rights
Source Code Escrow
Service Levels
Dispute Resolution
Governing Law
Notices
Amendment
Entire Agreement
Severability
Third Party Rights
Anti-Corruption
Compliance with Laws
Insurance
Survival
License Restrictions
Intellectual Property Rights
Payment
Confidentiality
Data Protection
Warranties
Liability
Indemnification
Term and Termination
Force Majeure
Assignment
Technical Support
Maintenance
Installation
Acceptance Testing
Security
Access Rights
Usage Restrictions
Export Control
Audit Rights
Source Code Escrow
Service Levels
Dispute Resolution
Governing Law
Notices
Amendment
Entire Agreement
Severability
Third Party Rights
Anti-Corruption
Compliance with Laws
Insurance
Survival
Relevant Industries
Information Technology
Financial Services
Healthcare
Telecommunications
Manufacturing
Retail
Education
Professional Services
Energy
Government and Public Sector
E-commerce
Media and Entertainment
Relevant Teams
Legal
Information Technology
Procurement
Compliance
Software Development
Commercial
Business Development
Risk Management
Vendor Management
Product Management
Relevant Roles
Chief Technology Officer
Legal Counsel
Software Licensing Manager
IT Director
Procurement Manager
Contract Manager
Chief Information Officer
Software Development Manager
Intellectual Property Attorney
Commercial Director
Business Development Manager
Compliance Officer
IT Project Manager
Chief Legal Officer
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