The SLA Software License Agreement is essential when organizations need to establish clear terms for software usage and support. This U.S.-jurisdiction document combines traditional software licensing elements with service level commitments, making it particularly relevant for modern software deployments. It covers critical aspects such as usage rights, performance metrics, support obligations, and compliance requirements, while addressing both on-premises and cloud-based software solutions. The agreement is designed to protect both the licensor's intellectual property rights and the licensee's operational needs.
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1. Parties: Identification of the licensor and licensee, including full legal names and addresses
2. Background: Context of the agreement and brief description of the software being licensed
3. Definitions: Key terms used throughout the agreement including Software, Documentation, Intellectual Property Rights, etc.
4. License Grant: Scope and nature of the license, including usage rights and restrictions
5. License Fees: Payment terms, schedule, and conditions
6. Intellectual Property Rights: Ownership and protection of IP rights in the software
7. Confidentiality: Protection of confidential information exchanged between parties
8. Term and Termination: Duration of agreement and conditions for termination
9. Warranties and Disclaimers: Standard warranties and limitations
10. Liability Limitations: Scope of liability and damage caps
1. Support and Maintenance: Terms for ongoing technical support services - include when ongoing technical support is part of the agreement
2. Service Level Agreement: Performance metrics and service standards - include for cloud-based or hosted software solutions
3. Data Protection: Specific data handling and privacy requirements - include when personal data processing is involved
4. Source Code Escrow: Terms for source code protection and release - include for business-critical software implementations
5. Professional Services: Terms for implementation or customization services - include when additional services are included beyond the license
1. Software Description: Detailed technical specifications of the licensed software
2. Service Level Agreement Details: Specific performance metrics, response times, and availability commitments
3. Support Services Schedule: Detailed support terms, processes, and escalation procedures
4. Fee Schedule: Detailed breakdown of all applicable fees and payment terms
5. Acceptable Use Policy: Guidelines for acceptable use of the software
6. Data Processing Agreement: Detailed terms for handling personal data, if applicable
Relevant legal definitions
Acceptance Criteria
Affiliate
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Error
Fees
Force Majeure Event
Initial Term
Intellectual Property Rights
License
License Fee
Maintenance Release
New Version
Normal Business Hours
Open-Source Software
Personal Data
Professional Services
Renewal Period
Service Credits
Service Levels
Software
Software Specification
Source Code
Support Hours
Support Services
System Requirements
Term
Territory
Third-Party Software
Updates
Upgrade
User Acceptance Testing
Virus
Warranty Period
Affiliate
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Error
Fees
Force Majeure Event
Initial Term
Intellectual Property Rights
License
License Fee
Maintenance Release
New Version
Normal Business Hours
Open-Source Software
Personal Data
Professional Services
Renewal Period
Service Credits
Service Levels
Software
Software Specification
Source Code
Support Hours
Support Services
System Requirements
Term
Territory
Third-Party Software
Updates
Upgrade
User Acceptance Testing
Virus
Warranty Period
Clauses
Grant of License
License Restrictions
Service Levels
Performance Standards
Maintenance and Support
Payment Terms
Intellectual Property Rights
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Compliance with Laws
Audit Rights
Export Control
Disaster Recovery
Security Requirements
Service Credits
Acceptance Testing
Training and Documentation
Escrow
Non-Solicitation
Insurance
Notice Requirements
Dispute Resolution
Governing Law
Entire Agreement
Severability
Third Party Rights
Change Control
Business Continuity
License Restrictions
Service Levels
Performance Standards
Maintenance and Support
Payment Terms
Intellectual Property Rights
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Compliance with Laws
Audit Rights
Export Control
Disaster Recovery
Security Requirements
Service Credits
Acceptance Testing
Training and Documentation
Escrow
Non-Solicitation
Insurance
Notice Requirements
Dispute Resolution
Governing Law
Entire Agreement
Severability
Third Party Rights
Change Control
Business Continuity
Relevant Industries
Relevant Teams
Relevant Roles
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