Perpetual Software License Template for United States

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Key Requirements PROMPT example:

Perpetual Software License

"Need a Perpetual Software License Agreement for our enterprise-level accounting software that will be used across multiple office locations in the US and Canada, with specific provisions for data privacy compliance and source code escrow arrangements."

Document background
The Perpetual Software License Agreement is utilized when a software provider wishes to grant permanent usage rights to their software while maintaining ownership of the intellectual property. This document type is essential in the U.S. software industry, incorporating requirements from federal copyright law, state regulations, and industry standards. The agreement typically covers license scope, usage rights, fees, warranties, and support terms, providing a comprehensive framework for long-term software licensing relationships. It differs from subscription-based licenses by granting perpetual usage rights, usually for a one-time fee.
Suggested Sections

1. Parties: Identification of licensor and licensee, including legal entity details

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

3. Definitions: Key terms used throughout the agreement including Software, Documentation, Intellectual Property Rights

4. License Grant: Scope and nature of the perpetual license, permitted uses and restrictions

5. Intellectual Property Rights: Ownership declarations and IP protection provisions

6. Payment Terms: License fees and payment conditions

7. Warranties and Disclaimers: Standard warranties and limitations

8. Limitation of Liability: Caps on liability and exclusions

9. Term and Termination: Duration and termination conditions

Optional Sections

1. Support and Maintenance: Terms for ongoing support and maintenance services, including response times and service levels

2. Export Control: Provisions ensuring compliance with US export control regulations and restrictions

3. Source Code Escrow: Terms governing the escrow of source code and conditions for release

4. Data Protection: Privacy and data handling provisions compliant with applicable US federal and state laws

Suggested Schedules

1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the licensed software

2. Schedule 2 - License Fees: Detailed breakdown of all applicable license fees and payment terms

3. Schedule 3 - Service Level Agreement: Performance metrics and service levels for support and maintenance

4. Schedule 4 - Acceptable Use Policy: Detailed terms of permitted and prohibited uses of the software

5. Schedule 5 - Technical Requirements: Hardware and software requirements for proper operation of the licensed software

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

Clauses
Industries

Copyright Act: Federal law (17 U.S.C. ���� 101-1332) governing copyright protection of original works, including software. Essential for defining ownership and protection of the licensed software.

Digital Millennium Copyright Act: Federal law addressing digital copyright issues, including anti-circumvention provisions and ISP safe harbors. Relevant for software protection measures.

Computer Fraud and Abuse Act: Federal law concerning unauthorized access to computer systems. Important for defining acceptable use and access terms in the license.

Federal Trade Commission Act: Federal law governing unfair and deceptive practices in commerce. Relevant for ensuring license terms are fair and transparent.

Uniform Commercial Code Article 2: State-adopted uniform law governing sales of goods. May apply to software licenses depending on jurisdiction interpretation.

UCITA: Uniform Computer Information Transactions Act - specialized state law for software licenses and computer information transactions, adopted in some states.

State Contract Laws: Various state-specific laws governing contract formation, enforcement, and interpretation.

Export Administration Regulations: Federal regulations controlling the export of commercial and dual-use items, including software and technology.

ITAR: International Traffic in Arms Regulations - controls export and import of defense-related articles and services, including certain types of software.

State Data Privacy Laws: Various state laws governing data privacy and protection, such as CCPA in California. Relevant if software processes personal data.

Patent Laws: Federal laws protecting inventions and innovations, including software-related patents that might be incorporated in the licensed software.

Trade Secret Laws: State and federal laws protecting confidential business information and trade secrets, relevant for proprietary software components.

Trademark Laws: Federal and state laws protecting marks, logos, and brand identifiers associated with the software.

Magnuson-Moss Warranty Act: Federal law governing consumer product warranties, potentially applicable to software sold to consumers.

Industry-Specific Regulations: Sector-specific regulations like HIPAA for healthcare, GLBA for financial services, that may affect software deployment and use in regulated 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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