This Software License Commercial Use agreement is designed for businesses operating under UAE jurisdiction who need to license software for commercial purposes. It is specifically structured to comply with UAE federal laws governing software licensing, intellectual property rights, and commercial transactions. The document is essential when a business needs to acquire legal rights to use software products in their commercial operations, whether for internal use or as part of their service delivery. It includes comprehensive terms covering license scope, usage restrictions, fees, maintenance, support, and compliance requirements. The agreement addresses key aspects of UAE technology law, including Federal Law No. 7 of 2002 on Copyrights and Related Rights, and incorporates necessary provisions for data protection and electronic transactions. This template is particularly relevant for medium to large-scale software implementations where clear definition of rights, obligations, and liabilities is crucial.
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1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement and brief description of the software product
3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement
4. Grant of License: Scope and nature of the software license, including usage rights and restrictions
5. License Fees and Payment Terms: Financial terms, payment schedule, and currency specifications
6. Intellectual Property Rights: Assertion of ownership and protection of IP rights under UAE law
7. Warranties and Representations: Guarantees regarding software functionality and compliance with UAE regulations
8. Support and Maintenance: Terms for technical support, updates, and maintenance services
9. Confidentiality: Protection of trade secrets and confidential information
10. Term and Termination: Duration of the license and conditions for termination
11. Liability and Indemnification: Limitation of liability and indemnification obligations
12. Governing Law and Jurisdiction: Specification of UAE law governance and dispute resolution procedures
1. Data Protection and Privacy: Required when software processes personal data or falls under UAE data protection laws
2. Third-Party Software Components: Needed when the software incorporates third-party elements or dependencies
3. Export Controls: Required for software with international distribution or subject to export restrictions
4. Source Code Escrow: Optional protection mechanism for business-critical software implementations
5. Service Level Agreement: Required for software provided as a service or with specific performance requirements
6. Disaster Recovery: Needed for business-critical applications requiring continuity planning
7. Training and Implementation: Required when software deployment includes training or implementation services
8. Audit Rights: Optional section for ensuring compliance with license terms and usage restrictions
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the licensed software
2. Schedule 2 - License Fees: Detailed breakdown of licensing costs, payment schedules, and pricing tiers
3. Schedule 3 - Support Services: Specification of support levels, response times, and maintenance terms
4. Schedule 4 - Service Level Requirements: Performance metrics, availability requirements, and remedies for non-compliance
5. Schedule 5 - Acceptable Use Policy: Guidelines and restrictions for software usage
6. Appendix A - Technical Requirements: Minimum system requirements and technical specifications for software operation
7. Appendix B - Security Standards: Security protocols and compliance requirements
8. Appendix C - Data Processing Terms: Specific terms for handling and processing data in compliance with UAE regulations
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