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Restrictive Software License
"I need a Restrictive Software License agreement for enterprise-grade financial management software that will be deployed to 500 users across multiple corporate locations in South Africa, with strict data protection requirements and source code protection measures."
1. Parties: Identification of the Licensor and Licensee, including full legal names, registration numbers (if applicable), and physical addresses
2. Background: Context of the agreement, brief description of the software, and purpose of the license
3. Definitions: Detailed definitions of terms used throughout the agreement, including technical terms specific to the software
4. Grant of License: Specific terms of the license grant, including scope, restrictions, and territory
5. License Restrictions: Detailed restrictions on use, copying, modification, reverse engineering, and distribution of the software
6. Intellectual Property Rights: Declaration and protection of IP rights, including copyright, patents, and trade secrets
7. Payment Terms: License fees, payment schedule, and consequences of non-payment
8. Term and Termination: Duration of the license, renewal terms, and termination conditions
9. Warranties and Disclaimers: Limited warranties provided and disclaimers of liability
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: Compliance with POPIA and data protection requirements
12. General Provisions: Standard legal provisions including governing law, jurisdiction, and dispute resolution
1. Third-Party Software: Include when the software incorporates third-party components or dependencies
2. Service Level Agreement: Include when providing specific performance guarantees or support levels
3. Export Controls: Include when the software may be subject to international use or export restrictions
4. Source Code Escrow: Include when providing source code escrow arrangements for business-critical applications
5. Professional Services: Include when additional implementation or customization services are provided
6. Audit Rights: Include when licensor requires rights to audit licensee's use of the software
7. High-Risk Activities: Include when software should be restricted from use in high-risk or life-critical applications
1. Schedule A - Software Description: Detailed technical specifications and description of the licensed software
2. Schedule B - License Fees: Detailed breakdown of license fees, payment terms, and pricing structure
3. Schedule C - Technical Requirements: Minimum system requirements and technical specifications for software operation
4. Schedule D - Support and Maintenance Terms: Details of support services, maintenance, and updates if provided
5. Schedule E - Authorized Users: Definition and limitations of authorized users and usage parameters
6. Appendix 1 - Data Processing Terms: Detailed terms for compliance with POPIA and data protection requirements
7. Appendix 2 - Security Requirements: Security standards and requirements for software usage and data protection
Authors
Affiliate
Authorized Users
Business Day
Confidential Information
Configuration
Customization
Data Protection Laws
Documentation
Effective Date
Fees
Force Majeure
Intellectual Property Rights
License Key
Licensed Software
Maintenance Services
Material Breach
Operating Environment
Personal Information
Processing
Professional Services
Restricted Territory
Security Requirements
Software Updates
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third-Party Software
Trade Secrets
Unauthorized Use
User Credentials
Version
Warranty Period
Work Product
Usage Restrictions
Intellectual Property
Payment Terms
Confidentiality
Data Protection
Warranties
Liability Limitation
Indemnification
Term and Termination
Force Majeure
Assignment
Governing Law
Dispute Resolution
Audit Rights
Technical Requirements
Support and Maintenance
Implementation
Security
Integration
Export Control
Anti-Bribery
Notices
Entire Agreement
Severability
Performance
Insurance
Non-Competition
Third-Party Rights
Compliance
Information Technology
Financial Services
Healthcare
Manufacturing
Retail
Professional Services
Education
Telecommunications
Government and Public Sector
Mining and Resources
Legal Services
Consulting
Legal
Information Technology
Procurement
Compliance
Information Security
Software Development
Contract Management
Risk Management
Commercial Operations
Vendor Management
Chief Technology Officer
Legal Counsel
Software Development Manager
IT Director
Procurement Manager
Compliance Officer
Information Security Officer
Software Licensing Manager
Contract Manager
Risk Manager
Commercial Director
Chief Information Officer
Legal Operations Manager
Software Asset Manager
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