The OEM Software License Agreement is essential for businesses that integrate third-party software into their manufactured products. This document is particularly relevant in the Indian market, where both domestic and international companies need to comply with local IT and contract laws. The agreement covers critical aspects such as license scope, integration rights, distribution terms, and compliance requirements. It is specifically designed to protect both the software provider's intellectual property rights and the OEM manufacturer's business interests while ensuring compliance with Indian regulations, including the Information Technology Act, 2000 and the Copyright Act, 1957. This agreement type is commonly used when a software company wants to allow manufacturers to embed their software into hardware products or other software solutions while maintaining control over their intellectual property and establishing clear terms for royalties and technical support.
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1. Parties: Identification of the software provider (licensor) and the OEM manufacturer (licensee)
2. Background: Context of the agreement, brief description of the software, and the OEM's intended use
3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement
4. Grant of License: Scope of the software license, permitted uses, and distribution rights
5. License Restrictions: Specific limitations on use, modification, and distribution of the software
6. OEM Obligations: Requirements for integration, testing, and distribution of the software with OEM products
7. Intellectual Property Rights: Ownership of IP, protection measures, and handling of improvements
8. Fees and Payment Terms: License fees, royalties, payment schedule, and reporting requirements
9. Term and Termination: Duration of agreement, renewal terms, and termination conditions
10. Confidentiality: Protection of trade secrets and confidential information
11. Warranties and Representations: Software performance guarantees and legal compliance warranties
12. Indemnification: Protection against third-party claims and IP infringement
13. Limitation of Liability: Caps on liability and exclusions of certain types of damages
14. General Provisions: Standard legal clauses including governing law, jurisdiction, and dispute resolution
1. Source Code Escrow: Terms for source code escrow arrangement, used when source code access might be needed for critical applications
2. Professional Services: Terms for additional services like implementation, training, or customization
3. Data Protection: Specific provisions for handling personal data, required if the software processes user data
4. Export Control: Compliance with export regulations, needed for international distribution
5. Localization Rights: Terms for software translation and cultural adaptation, relevant for international markets
6. Support and Maintenance: Details of ongoing technical support and software updates, if not covered in a separate agreement
7. Audit Rights: Terms allowing licensor to audit OEM's compliance, used for complex distribution arrangements
8. Competition Restrictions: Non-compete and territorial restrictions, when exclusive arrangements are needed
1. Schedule A - Licensed Software: Detailed description of software components, versions, and specifications
2. Schedule B - Technical Requirements: Minimum system requirements and integration specifications
3. Schedule C - License Fees: Detailed fee structure, royalty calculations, and payment terms
4. Schedule D - Support Services: Service level agreements and support procedures
5. Schedule E - Trademark Usage Guidelines: Rules for using licensor's trademarks and branding
6. Appendix 1 - Approved Distribution Territory: List of authorized geographical areas for distribution
7. Appendix 2 - Reporting Ƶ: Standard forms for sales reports and royalty calculations
8. Appendix 3 - Security Requirements: Specific security measures and compliance requirements
Authors
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Manufacturing
Automotive
Electronics
Healthcare Devices
Telecommunications
Industrial Automation
Consumer Electronics
Aerospace
Medical Devices
Internet of Things (IoT)
Smart Appliances
Relevant Teams
Legal
Information Technology
Product Development
Procurement
Software Development
Compliance
Manufacturing
Quality Assurance
Business Development
Risk Management
Technical Integration
Intellectual Property
Relevant Roles
Chief Technology Officer
Legal Counsel
IP Rights Manager
Software Licensing Manager
Product Manager
Business Development Director
Chief Information Officer
Procurement Manager
Software Development Manager
Compliance Officer
Contract Manager
Technical Integration Manager
Manufacturing Director
Quality Assurance Manager
Risk Manager
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