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Non Exclusive Software License Agreement for Canada

Non Exclusive Software License Agreement Template for Canada

A comprehensive legal agreement governed by Canadian law that establishes the terms and conditions under which a software owner (licensor) grants non-exclusive rights to use their software to another party (licensee). The agreement covers essential aspects including license scope, usage rights, restrictions, fees, intellectual property protection, warranties, and liability limitations. It ensures compliance with Canadian federal and provincial legislation, including copyright law, privacy regulations (PIPEDA), and electronic commerce laws, while providing clear frameworks for software usage, support, and maintenance.

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Non Exclusive Software License Agreement

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What is a Non Exclusive Software License Agreement?

The Non-Exclusive Software License Agreement is essential for software companies and organizations operating in Canada who wish to license their software while retaining the right to license it to others. This document is typically used when a software provider wants to maintain ownership of their intellectual property while granting usage rights to multiple clients. The agreement must comply with Canadian federal and provincial legislation, including the Copyright Act, PIPEDA, and relevant provincial electronic commerce laws. It contains detailed provisions for software usage, fees, support services, and liability limitations, making it suitable for both business-to-business and business-to-consumer arrangements. The non-exclusive nature allows the licensor to maintain a broad customer base while protecting their intellectual property rights.

What sections should be included in a Non Exclusive Software License Agreement?

1. Parties: Identification of the licensor and licensee with full legal names and addresses

2. Background: Context of the agreement, including brief description of the software and purpose of the license

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Grant of License: Scope and nature of the non-exclusive license, including permitted uses and restrictions

5. License Fees: Payment terms, amounts, and schedule for license fees

6. Intellectual Property Rights: Assertion and protection of licensor's IP rights in the software

7. Licensee Obligations: Key responsibilities and restrictions on the licensee's use of the software

8. Support and Maintenance: Terms for technical support and software updates

9. Confidentiality: Protection of confidential information exchanged between parties

10. Warranties and Disclaimers: Software performance warranties and limitation of warranties

11. Limitation of Liability: Caps on liability and exclusions of certain types of damages

12. Term and Termination: Duration of agreement and circumstances for termination

13. General Provisions: Standard clauses including governing law, notices, and assignment

What sections are optional to include in a Non Exclusive Software License Agreement?

1. Data Protection and Privacy: Required when software processes personal data or when compliance with PIPEDA is necessary

2. Export Controls: Include when software may be subject to international trade restrictions

3. Source Code Escrow: Optional protection for licensee through source code escrow arrangements

4. Service Level Agreement: Include when specific performance metrics and availability guarantees are required

5. Audit Rights: Include when licensor needs right to verify compliance with license terms

6. Insurance Requirements: Include when specific insurance coverage is required from either party

7. Professional Services: Include when additional implementation or customization services are provided

What schedules should be included in a Non Exclusive Software License Agreement?

1. Schedule A - Software Description: Detailed technical specifications and functionality of the licensed software

2. Schedule B - License Fees: Detailed breakdown of license fees, payment schedules, and pricing terms

3. Schedule C - Support Services: Detailed description of support and maintenance services, including SLAs if applicable

4. Schedule D - Authorized Users: Definition and limitations of authorized users and usage parameters

5. Appendix 1 - Technical Requirements: Minimum system requirements and technical specifications for software operation

6. Appendix 2 - Security Requirements: Security standards and protocols required for software implementation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Ƶ

Document Type

User Agreement

Cost

Free to use
Relevant legal definitions






























Clauses




































Relevant Industries

Technology

Financial Services

Healthcare

Education

Manufacturing

Retail

Professional Services

Government

Telecommunications

Media and Entertainment

Non-Profit

Relevant Teams

Legal

Information Technology

Procurement

Sales

Software Development

Compliance

Risk Management

Business Development

Contract Administration

Product Management

Relevant Roles

Chief Technology Officer

Legal Counsel

Software Licensing Manager

IT Director

Procurement Manager

Contract Administrator

Software Development Manager

Chief Information Officer

Intellectual Property Lawyer

Business Development Manager

Sales Director

Risk Management Officer

Compliance Officer

Software Asset Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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