The Proprietary Software License Agreement is essential for software companies and developers operating in Singapore who wish to license their software while maintaining ownership rights. This document is particularly relevant given Singapore's position as a tech hub and its comprehensive legal framework for intellectual property protection. The agreement should be used when granting limited rights to use proprietary software while ensuring compliance with Singapore's Copyright Act, PDPA, and related regulations. It typically includes detailed terms about usage rights, restrictions, maintenance, support, and termination conditions.
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1. Parties: Identification of licensor and licensee with full legal details
2. Background: Context of the agreement and ownership of the software
3. Definitions: Key terms used throughout the agreement
4. License Grant: Scope and nature of the software license
5. License Restrictions: Limitations on use and prohibited activities
6. Intellectual Property Rights: Ownership and protection of IP rights
7. Payment Terms: License fees, payment schedule, and related terms
8. Term and Termination: Duration and termination conditions
1. Maintenance and Support: Terms for ongoing technical support services - include when ongoing technical support is part of the agreement
2. Service Level Agreement: Performance standards and metrics - include for enterprise software with uptime requirements
3. Data Protection: PDPA compliance measures - include when personal data is processed
4. Source Code Escrow: Terms for source code access and protection - include for business-critical software
1. Schedule 1: Software Description: Detailed description of licensed software and components
2. Schedule 2: License Fees: Detailed pricing structure and payment terms
3. Schedule 3: Technical Specifications: Technical requirements and specifications
4. Schedule 4: Support Services: Details of maintenance and support services
5. Appendix A: Acceptable Use Policy: Rules and guidelines for software usage
Relevant legal definitions
Affiliate
Agreement
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Fees
Initial Term
Intellectual Property Rights
License
License Key
Maintenance Services
Material Breach
Modifications
Personal Data
Proprietary Software
Renewal Term
Service Level Agreement
Software
Software Updates
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third-Party Software
User Manual
Warranty Period
Workstation
Agreement
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Fees
Initial Term
Intellectual Property Rights
License
License Key
Maintenance Services
Material Breach
Modifications
Personal Data
Proprietary Software
Renewal Term
Service Level Agreement
Software
Software Updates
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third-Party Software
User Manual
Warranty Period
Workstation
Clauses
License Grant
License Restrictions
Intellectual Property Rights
Payment Terms
Delivery and Installation
Acceptance Testing
Maintenance and Support
Service Levels
Warranties
Confidentiality
Data Protection
Security Requirements
Audit Rights
Indemnification
Limitation of Liability
Force Majeure
Term and Termination
Effect of Termination
Assignment
Governing Law
Dispute Resolution
Entire Agreement
Amendments
Severability
Notices
Third Party Rights
Export Control
Source Code Escrow
Non-Solicitation
Insurance
License Restrictions
Intellectual Property Rights
Payment Terms
Delivery and Installation
Acceptance Testing
Maintenance and Support
Service Levels
Warranties
Confidentiality
Data Protection
Security Requirements
Audit Rights
Indemnification
Limitation of Liability
Force Majeure
Term and Termination
Effect of Termination
Assignment
Governing Law
Dispute Resolution
Entire Agreement
Amendments
Severability
Notices
Third Party Rights
Export Control
Source Code Escrow
Non-Solicitation
Insurance
Relevant Industries
Relevant Teams
Relevant Roles
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