Third Party Software License Agreement Template for United States

A comprehensive legal agreement governed by US law that establishes the terms and conditions under which a third-party software provider licenses their software products to end users or businesses. This agreement defines the scope of permitted use, licensing fees, intellectual property rights, warranties, support services, and compliance requirements. It incorporates specific provisions required under US federal and state laws, including copyright protection, data privacy regulations, and consumer protection measures. The agreement serves as a crucial document for protecting the intellectual property rights of the software provider while ensuring clear usage rights and obligations for the licensee.

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What is a Third Party Software License Agreement?

The Third Party Software License Agreement is essential for organizations seeking to legally acquire and use software developed by external providers. This document is particularly relevant in the United States market where software licensing is governed by federal copyright laws, state contract laws, and various regulatory requirements. The agreement should be used whenever a company plans to implement third-party software solutions in their operations, whether for internal use or customer-facing applications. It includes critical provisions for intellectual property protection, usage rights, liability limitations, and compliance with US regulations such as data privacy laws and export controls. The document typically covers aspects such as installation, maintenance, support services, and fee structures, while also addressing modern considerations like cloud deployment and data protection requirements.

What sections should be included in a Third Party Software License Agreement?

1. Parties: Identification of the licensor and licensee, including full legal names and addresses

2. Background: Context of the agreement, including brief description of the software and purpose of the license

3. Definitions: Detailed definitions of key terms used throughout the agreement, including Software, Documentation, Intellectual Property Rights, etc.

4. License Grant: Scope of the license, including type (non-exclusive, exclusive), territory, and permitted uses

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

6. Delivery and Installation: Terms regarding software delivery, installation requirements, and acceptance criteria

7. Fees and Payment: License fees, payment terms, and any recurring charges

8. Intellectual Property Rights: Ownership of IP rights, protection measures, and handling of infringement claims

9. Confidentiality: Protection of confidential information exchanged during the license relationship

10. Warranties and Disclaimers: Software performance warranties and standard disclaimers

11. Support and Maintenance: Terms for technical support, updates, and maintenance services

12. Term and Termination: Duration of the agreement, renewal terms, and termination rights

13. Liability and Indemnification: Limitations of liability and indemnification obligations

14. General Provisions: Standard legal provisions including governing law, dispute resolution, and assignment rights

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

1. Data Protection: Required when software processes personal data or when compliance with specific privacy laws is necessary

2. Export Controls: Needed when software may be subject to export control regulations

3. Source Code Escrow: Include when source code escrow arrangements are part of the agreement

4. Service Level Agreement: Required for software provided as a service or with specific performance requirements

5. Audit Rights: Include when licensor requires rights to audit licensee's use of the software

6. Security Requirements: Needed for software handling sensitive data or requiring specific security measures

7. Third Party Components: Required when software includes third-party components or open source software

8. Professional Services: Include when additional implementation or customization services are provided

9. Territory Restrictions: Needed when license has specific geographical limitations or requirements

What schedules should be included in a Third Party Software License Agreement?

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

2. Schedule B - License Fees: Detailed breakdown of license fees, payment schedules, and pricing terms

3. Schedule C - Support Services: Detailed description of support and maintenance services, including service levels

4. Schedule D - Technical Requirements: Hardware, software, and network requirements for operating the software

5. Schedule E - Accepted Use Policy: Detailed rules and guidelines for acceptable use of the software

6. Appendix 1 - Documentation: User manuals, technical documentation, and other supporting materials

7. Appendix 2 - Security Standards: Specific security standards and requirements for software use

8. Appendix 3 - Data Processing Terms: Detailed terms for handling and processing of data, if applicable

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

Jurisdiction

United States

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use

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