Embedded License for New Zealand

Embedded License Template for New Zealand

This is a comprehensive legal agreement governed by New Zealand law that establishes the terms and conditions for licensing embedded software for integration into hardware products or systems. The agreement covers crucial aspects including license scope, technical requirements, implementation procedures, intellectual property rights, warranties, and support obligations. It ensures compliance with New Zealand's Copyright Act 1994 and Contract and Commercial Law Act 2017, while addressing specific requirements for embedded software deployment, maintenance, and technical support.

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What is a Embedded License?

The Embedded License agreement is designed for situations where software is to be integrated into hardware products or systems, requiring specific technical and legal considerations under New Zealand law. This agreement is essential when a software provider wants to license their software for embedding into hardware products while maintaining their intellectual property rights and establishing clear usage parameters. The document includes detailed technical specifications, implementation requirements, support obligations, and compliance standards specific to embedded software deployments. It addresses key concerns such as source code protection, hardware compatibility, performance requirements, and maintenance obligations, while ensuring compliance with New Zealand's legal framework, particularly regarding intellectual property and commercial law.

What sections should be included in a Embedded License?

1. Parties: Identification of the licensor and licensee, including their legal status and registered addresses

2. Background: Context of the agreement, nature of the embedded software, and general purpose of the license

3. Definitions: Defined terms used throughout the agreement, including technical terms specific to embedded systems

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

5. License Limitations: Specific restrictions on use, modification, and distribution of the embedded software

6. Technical Requirements: Minimum system requirements and technical specifications for implementation

7. Implementation and Integration: Requirements and procedures for implementing the embedded software

8. Intellectual Property Rights: Ownership of IP and protection of proprietary rights

9. Fees and Payment: License fees, payment terms, and any recurring charges

10. Support and Maintenance: Terms for technical support, updates, and maintenance services

11. Term and Termination: Duration of the license and circumstances for termination

12. Warranties and Disclaimers: Warranties regarding software performance and disclaimer of liabilities

13. Confidentiality: Protection of confidential information and trade secrets

14. Liability and Indemnification: Limitation of liability and indemnification obligations

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

What sections are optional to include in a Embedded License?

1. Source Code Escrow: Terms for source code escrow arrangements, used when source code access might be needed in specific circumstances

2. Export Controls: Compliance with export regulations, needed when software may be subject to international trade restrictions

3. Data Protection: Specific provisions for handling personal data, required if the software processes personal information

4. Third-Party Components: Terms relating to third-party software components, needed when the embedded software includes third-party elements

5. Hardware Requirements: Specific hardware compatibility requirements, included when the software has specific hardware dependencies

6. Disaster Recovery: Disaster recovery and business continuity provisions, important for critical applications

7. Security Requirements: Specific security standards and requirements, crucial for sensitive applications

8. Performance Metrics: Performance standards and service levels, included when specific performance guarantees are required

What schedules should be included in a Embedded License?

1. Schedule 1 - Technical Specifications: Detailed technical specifications of the embedded 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 - Implementation Requirements: Technical requirements and procedures for implementation

5. Schedule 5 - Approved Hardware: List of approved hardware platforms for the embedded software

6. Appendix A - Security Standards: Required security standards and compliance requirements

7. Appendix B - Integration Guidelines: Technical guidelines for integration with other systems

8. Appendix C - Test Procedures: Acceptance testing procedures and criteria

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

Jurisdiction

New Zealand

Publisher

Genie AI

Document Type

Licensing Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Automotive

Consumer Electronics

Industrial Automation

Medical Devices

Telecommunications

IoT (Internet of Things)

Defense and Aerospace

Smart Home Appliances

Relevant Teams

Legal

Engineering

Product Development

Procurement

Technical Operations

Quality Assurance

Compliance

Research & Development

Commercial Operations

Intellectual Property

Relevant Roles

Chief Technology Officer

Software Development Manager

Hardware Integration Engineer

Legal Counsel

Procurement Manager

Product Development Manager

Embedded Systems Engineer

IP Rights Manager

Technical Operations Director

Commercial Contract Manager

Systems Architecture Manager

Quality Assurance 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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