Proprietary Software License Agreement Template for United States

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Key Requirements PROMPT example:

Proprietary Software License Agreement

"I need a Proprietary Software License Agreement for licensing our new AI-powered analytics software to enterprise clients in the healthcare sector, with specific provisions for HIPAA compliance and data protection requirements."

Document background
The Proprietary Software License Agreement is essential when a software owner wants to grant usage rights while maintaining ownership and control of their intellectual property. This document is commonly used in the United States when software companies or developers license their proprietary software to businesses or individuals. The agreement covers critical aspects such as scope of license, usage restrictions, fees, support terms, and intellectual property protection. It ensures compliance with U.S. copyright laws and other relevant regulations while providing clear guidelines for both parties regarding their rights and obligations.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee

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

3. Definitions: Key terms used throughout the agreement

4. License Grant: Scope and nature of the software license being granted

5. License Restrictions: Specific limitations on use of the software

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

Optional Sections

1. Support and Maintenance: Terms for ongoing technical support and updates - include when ongoing support services are part of the agreement

2. Data Protection: Provisions for handling personal or sensitive data - include when software processes personal data

3. Export Control: Compliance with export regulations - include when software may be used internationally

4. Source Code Escrow: Terms for source code protection and access - include when source code access might be needed in specific circumstances

Suggested Schedules

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

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

3. Schedule 3 - Service Level Agreement: Performance metrics and service standards for support services

4. Schedule 4 - Acceptable Use Policy: Guidelines for acceptable use of the 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 (17 U.S.C.): Federal legislation that protects original works of authorship, including software. Fundamental for establishing software ownership and protection rights.

Digital Millennium Copyright Act (DMCA): Federal law that criminalizes production and dissemination of technology designed to circumvent digital copyright protection measures.

Computer Fraud and Abuse Act: Federal legislation addressing unauthorized access and computer crimes, relevant for security provisions and unauthorized use restrictions.

Federal Trade Commission Act: Federal law governing unfair or deceptive practices in commerce, affecting warranty terms and marketing representations.

Uniform Commercial Code (UCC): State-adopted uniform law, particularly Article 2 regarding sales of goods, which may apply to software licensing transactions.

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

State Consumer Protection Laws: State-specific legislation protecting consumer rights and regulating business practices.

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

Patent Law: Federal laws protecting novel inventions and processes, which may be relevant for software functionality.

Trade Secret Law: State and federal protections for confidential business information and proprietary technology.

Trademark Law: Federal and state laws protecting brands, logos, and other distinctive marks associated with the software.

Export Control Regulations: Federal regulations including EAR and ITAR governing the export of technology and software to foreign countries.

HIPAA: Federal healthcare privacy law relevant if the software handles protected health information.

Gramm-Leach-Bliley Act: Federal law governing privacy and security requirements for financial institutions, relevant if the software handles financial data.

State Data Breach Notification Laws: State-specific requirements for notifying affected parties in the event of a data breach.

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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