The Private Software License is essential for organizations seeking to license their proprietary software while maintaining control over its use and distribution. This document type is commonly used in the United States when software owners want to grant specific usage rights while protecting their intellectual property. The agreement typically includes detailed terms about usage scope, restrictions, warranties, and compliance requirements. It's particularly important for companies dealing with valuable or sensitive software applications, ensuring proper legal protection under U.S. federal and state laws.
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1. Parties: Identification of licensor and licensee with full legal details
2. Background: Context of the agreement and basic information about the software
3. Definitions: Key terms used throughout the agreement
4. Grant of License: Scope and nature of the license being granted
5. License Restrictions: Specific limitations on use of the software
6. Intellectual Property Rights: Ownership and protection of IP rights
7. Term and Termination: Duration of license and termination conditions
8. Warranties and Disclaimers: Standard warranties and limitations
1. Support and Maintenance: Terms for ongoing technical support and software maintenance services
2. Data Protection: Provisions for handling personal data and ensuring compliance with data protection laws
3. Export Controls: Provisions ensuring compliance with international export control regulations
4. Source Code Escrow: Terms for source code protection and access conditions for mission-critical software
1. Schedule 1 - Software Specification: Detailed description of the software and its functionality
2. Schedule 2 - License Fees: Pricing and payment terms for the software license
3. Schedule 3 - Service Level Agreement: Performance metrics and service levels for software operation
4. Schedule 4 - Technical Requirements: Hardware and system requirements for software operation
5. Schedule 5 - Acceptable Use Policy: Guidelines and restrictions for acceptable use of the software
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Private Software License
A U.S.-governed agreement granting rights to use proprietary software while protecting the owner's intellectual property rights.
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