Boilerplate Software License Agreement for the United States

Boilerplate Software License Agreement Template for United States

A comprehensive legal agreement governed by United States law that establishes the terms and conditions under which software can be licensed and used. The agreement covers essential aspects including license scope, usage rights, restrictions, intellectual property protection, warranties, and liability limitations. It incorporates relevant federal and state legislation, including the Copyright Act and Digital Millennium Copyright Act, while ensuring compliance with state-specific requirements.

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What is a Boilerplate Software License Agreement?

The Boilerplate Software License Agreement serves as a standardized legal framework for software licensing transactions in the United States. This document is essential when a software provider needs to grant usage rights while protecting their intellectual property. It addresses key aspects such as license scope, payment terms, usage restrictions, and compliance requirements. The agreement is designed to be adaptable across various software types while maintaining compliance with federal and state regulations, including copyright laws and consumer protection statutes.

What sections should be included in a Boilerplate Software License Agreement?

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

2. Background: Context of the agreement and brief description of the software

3. Definitions: Key terms used throughout the agreement

4. License Grant: Scope, nature, and limitations of the software license

5. License Restrictions: Specific prohibitions and limitations on use

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 of agreement and termination conditions

9. Warranties and Disclaimers: Standard warranties and limitations

What sections are optional to include in a Boilerplate Software License Agreement?

1. Maintenance and Support: Terms for ongoing support services when support is included in the agreement

2. Data Protection: Privacy and data handling requirements when personal data is processed

3. Source Code Escrow: Terms for source code protection in enterprise-level agreements with critical dependencies

4. Export Controls: Export compliance requirements when software may be exported internationally

What schedules should be included in a Boilerplate Software License Agreement?

1. Software Description: Detailed technical specifications of the software

2. License Fees Schedule: Detailed breakdown of pricing and payment terms

3. Service Level Agreement: Performance metrics and service standards

4. Acceptable Use Policy: Detailed terms of acceptable use

5. Technical Support Terms: Detailed support procedures and responsibilities

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

United States

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Copyright Act (17 U.S.C.): Federal legislation governing copyright protection, critical for software protection and defining the scope of licensing rights

Digital Millennium Copyright Act (DMCA): Federal law addressing digital rights management and anti-circumvention measures in software protection

Computer Fraud and Abuse Act: Federal legislation concerning unauthorized access and usage of computer systems and software

Federal Trade Commission Act: Federal law governing consumer protection and preventing unfair business practices in software licensing

Uniform Commercial Code (UCC): State-adopted uniform law, particularly Article 2, governing sales of goods and potentially applicable to software transactions

Uniform Computer Information Transactions Act (UCITA): State law adopted in Virginia and Maryland specifically governing software licenses and other computer information transactions

State Consumer Protection Laws: Various state-specific laws protecting consumer rights in software licensing transactions

State Data Privacy Laws: State-specific regulations governing data privacy, such as the California Consumer Privacy Act (CCPA)

Export Administration Regulations (EAR): Federal regulations controlling the export of software and technology from the United States

Contract Law Principles: Common law principles governing contract formation, enforcement, and interpretation applicable to software licenses

Anti-trust Regulations: Federal and state laws preventing anti-competitive practices in software licensing and distribution

ProCD v. Zeidenberg Case Law: Landmark case establishing precedent for the enforceability of shrinkwrap software licenses

Vernor v. Autodesk Case Law: Important case law distinguishing between software licensing and ownership rights

MDY Industries v. Blizzard Entertainment Case Law: Significant case addressing the relationship between license terms and copyright infringement in software

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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