The Proprietary License Software agreement is a fundamental legal instrument used when a software owner (licensor) grants specific usage rights to a customer (licensee) while retaining ownership of the intellectual property. This document is essential in the Australian market where software licensing must comply with local copyright, consumer protection, and privacy laws. It is typically used when organizations need to license commercial software for business use, requiring clear terms on usage rights, restrictions, maintenance, support, and compliance requirements. The agreement includes comprehensive provisions addressing intellectual property protection, liability limitations, and warranty disclaimers, all aligned with Australian legal requirements and business practices. It serves as a crucial tool for managing software distribution and protecting proprietary rights while ensuring clear understanding between parties regarding their respective obligations and entitlements.
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1. Parties: Identifies and provides details of the licensor and licensee
2. Background: Explains the context of the agreement, including the software's purpose and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Grant of License: Specifies the type, scope, and nature of the license being granted
5. License Restrictions: Details what the licensee cannot do with the software
6. Intellectual Property Rights: Confirms ownership of IP and protects the licensor's rights
7. Payment Terms: Specifies license fees, payment schedule, and related financial terms
8. Term and Termination: Defines the duration of the license and circumstances for termination
9. Warranties and Disclaimers: States what is and isn't guaranteed about the software
10. Liability and Indemnification: Limits licensor's liability and establishes indemnification obligations
11. Confidentiality: Protects confidential information exchanged between parties
12. General Provisions: Includes standard legal clauses like governing law, notices, and assignment
1. Service Level Agreement: Include when ongoing support and maintenance services are part of the license
2. Data Protection and Privacy: Include when the software processes personal data or requires specific privacy compliance
3. Third-Party Software: Include when the licensed software incorporates third-party components
4. Export Controls: Include when the software may be subject to export regulations
5. Source Code Escrow: Include when source code escrow arrangements are required for business continuity
6. Professional Services: Include when implementation, training, or consulting services are provided
7. Audit Rights: Include when the licensor needs rights to audit licensee's use of the software
8. Geographic Restrictions: Include when the license is limited to specific territories
1. Schedule 1 - Software Description: Detailed description of the licensed software, including version numbers and components
2. Schedule 2 - Technical Requirements: Minimum system requirements and technical specifications
3. Schedule 3 - License Fees: Detailed breakdown of all applicable fees and payment terms
4. Schedule 4 - Support Services: Details of any support and maintenance services included
5. Schedule 5 - Service Levels: Performance metrics and service level commitments if applicable
6. Appendix A - Acceptable Use Policy: Specific rules and guidelines for software usage
7. Appendix B - Security Requirements: Security standards and requirements for software usage
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Financial Services
Healthcare
Manufacturing
Retail
Professional Services
Education
Government
Telecommunications
Media and Entertainment
Energy and Utilities
Relevant Teams
Legal
Information Technology
Procurement
Compliance
Finance
Risk Management
Software Development
Commercial Operations
Vendor Management
Information Security
Relevant Roles
Chief Technology Officer
General Counsel
IT Director
Procurement Manager
Software Licensing Manager
Legal Counsel
Compliance Officer
Chief Information Officer
Commercial Director
Contract Manager
Risk Manager
IT Asset Manager
Software Development Manager
Chief Financial Officer
Technology Procurement Specialist
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