The Non-Transferable Software License Agreement is essential for software companies and developers looking to protect their intellectual property while granting specific usage rights to end users or organizations. This document is particularly relevant in the United States where software licensing is governed by federal copyright law and state-specific regulations. It explicitly defines the scope of permitted use, ensures the license cannot be transferred to third parties, and includes necessary provisions for compliance with U.S. digital rights management and copyright protection requirements.
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1. Parties: Identification of licensor and licensee, including legal status and contact details
2. Background: Context of the agreement and brief description of the software being licensed
3. Definitions: Key terms used throughout the agreement including 'Software', 'Documentation', 'Intellectual Property Rights'
4. License Grant: Scope and nature of the license, including non-transferability clause
5. Restrictions: Specific limitations on use, copying, modification, and transfer
6. Intellectual Property Rights: Statement of ownership and protection of rights
7. Term and Termination: Duration of license and conditions for termination
8. Governing Law: Applicable jurisdiction and dispute resolution
1. Maintenance and Support: Terms for ongoing support and updates - include when ongoing support services are offered
2. Service Level Agreement: Performance standards and metrics - include for enterprise software or critical applications
3. Data Protection: Privacy and data handling requirements - include when personal data is processed
4. Export Controls: Compliance with export regulations - include for international distribution
1. Schedule 1 - Software Description: Detailed technical specifications of the licensed software
2. Schedule 2 - Fee Schedule: Pricing and payment terms if applicable
3. Schedule 3 - Acceptable Use Policy: Detailed terms of permitted and prohibited use
4. Schedule 4 - Technical Requirements: Hardware and software requirements for operation
Relevant legal definitions
Clauses
Relevant Industries
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