The Source Code License Agreement is essential when organizations need to share or license proprietary source code while maintaining control over intellectual property rights. This document is commonly used in software development, technology licensing, and commercial software distribution within the United States. It provides comprehensive terms covering license scope, modification rights, confidentiality provisions, and compliance with US software licensing laws. The agreement is particularly crucial when dealing with valuable intellectual property that requires careful protection while enabling controlled usage by third parties.
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1. Parties: Identification of licensor and licensee, including legal entities 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 'Source Code', 'Derivative Works', 'Intellectual Property Rights'
4. License Grant: Scope of license, permitted uses, and restrictions
5. Intellectual Property Rights: Ownership and protection of rights in the source code
6. Confidentiality: Protection of source code and other confidential information
7. Term and Termination: Duration of agreement and termination conditions
8. Warranties and Disclaimers: Representations about the source code and limitation of warranties
9. Liability and Indemnification: Limitations of liability and indemnification obligations
10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Escrow Provisions: Terms for source code escrow arrangements, typically used when providing business-critical software to enterprise customers
2. Support and Maintenance: Terms for ongoing support of the source code, included when offering additional support services
3. Sublicensing Rights: Terms for allowing licensee to sublicense the code, used when licensee needs to distribute the code to third parties
4. Export Control: Compliance requirements with export control regulations, included when software may be subject to export restrictions
5. Audit Rights: Rights to audit licensee's use of the source code, included for high-value licenses or when compliance verification is crucial
1. Schedule A - Licensed Source Code: Detailed description and specification of the source code being licensed
2. Schedule B - License Fees: Payment terms, fee structure, and payment schedule
3. Schedule C - Technical Documentation: Documentation required for use of the source code including technical specifications
4. Schedule D - Third-Party Components: List of third-party code components and associated licenses
5. Schedule E - Support and Maintenance Services: Detailed specification of support services and service levels, if applicable
Relevant legal definitions
Agreement
Background IP
Confidential Information
Derivative Works
Documentation
Effective Date
Intellectual Property Rights
License Fee
Licensed Materials
Maintenance Release
Modifications
Object Code
Open Source Software
Permitted Purpose
Source Code
Specifications
Term
Territory
Third Party Components
Updates
Use
User
Version
Work Product
Affiliate
Authorized Users
Escrow Agent
Escrow Materials
Implementation Services
License Keys
Professional Services
Service Level Agreement
Sublicensee
Support Services
Technical Support
Training Services
Trigger Event
Background IP
Confidential Information
Derivative Works
Documentation
Effective Date
Intellectual Property Rights
License Fee
Licensed Materials
Maintenance Release
Modifications
Object Code
Open Source Software
Permitted Purpose
Source Code
Specifications
Term
Territory
Third Party Components
Updates
Use
User
Version
Work Product
Affiliate
Authorized Users
Escrow Agent
Escrow Materials
Implementation Services
License Keys
Professional Services
Service Level Agreement
Sublicensee
Support Services
Technical Support
Training Services
Trigger Event
Clauses
License Grant
Intellectual Property Rights
Permitted Use
Restrictions
Confidentiality
Fees and Payment
Warranties
Liability
Indemnification
Term and Termination
Security Requirements
Technical Support
Delivery and Installation
Maintenance and Updates
Audit Rights
Export Control
Assignment
Force Majeure
Governing Law
Dispute Resolution
Data Protection
Source Code Escrow
Modification Rights
Distribution Rights
Third Party Components
Open Source Compliance
Documentation
Training
Service Levels
Acceptance Testing
Intellectual Property Rights
Permitted Use
Restrictions
Confidentiality
Fees and Payment
Warranties
Liability
Indemnification
Term and Termination
Security Requirements
Technical Support
Delivery and Installation
Maintenance and Updates
Audit Rights
Export Control
Assignment
Force Majeure
Governing Law
Dispute Resolution
Data Protection
Source Code Escrow
Modification Rights
Distribution Rights
Third Party Components
Open Source Compliance
Documentation
Training
Service Levels
Acceptance Testing
Relevant Industries
Relevant Teams
Relevant Roles
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