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On Premise Software License Template for Canada

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Key Requirements PROMPT example:

On Premise Software License

"I need an On Premise Software License Agreement for my enterprise security software product being licensed to financial institutions in Canada, with specific focus on data protection requirements and source code escrow provisions."

Document background
The On Premise Software License Agreement is essential for organizations deploying software within their own IT environment in Canada. This document is used when a software vendor (licensor) grants a customer (licensee) the right to install, use, and operate the software on the customer's own servers or computers, as opposed to accessing it through the cloud or as a service. The agreement ensures compliance with Canadian federal and provincial laws, including intellectual property rights, privacy regulations, and consumer protection laws. It covers critical aspects such as license scope, usage restrictions, maintenance terms, warranties, and technical support obligations. This type of agreement is particularly important for organizations requiring direct control over their software applications, having specific security requirements, or needing to comply with data residency requirements under Canadian law.
Suggested Sections

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. License Grant: Scope of the license, including usage rights, restrictions, and territory limitations

5. Delivery and Installation: Terms regarding software delivery, installation requirements, and acceptance criteria

6. License Fees: Payment terms, fee structure, and payment schedule

7. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of improvements

8. Warranties and Representations: Software performance warranties, authority to license, and compliance with laws

9. Technical Support and Maintenance: Support services, maintenance terms, and service levels

10. Confidentiality: Protection of confidential information and trade secrets

11. Term and Termination: Duration of agreement, renewal terms, and termination rights

12. Effect of Termination: Obligations upon termination, including return or destruction of software

13. Limitation of Liability: Limits on liability and exclusions of certain types of damages

14. General Provisions: Standard legal provisions including governing law, notices, and assignment

Optional Sections

1. Source Code Escrow: Terms for source code escrow arrangement, used when licensee requires business continuity protection

2. Professional Services: Additional implementation or customization services, included when professional services are part of the deal

3. Data Protection: Specific data handling and privacy requirements, included when personal data processing is involved

4. Disaster Recovery: Business continuity and disaster recovery obligations, important for critical business applications

5. Export Controls: Export compliance terms, included when software may be subject to export regulations

6. Insurance: Insurance requirements, included for high-value or high-risk implementations

7. Audit Rights: Software usage audit provisions, included for complex licensing metrics or compliance requirements

8. Third-Party Software: Terms regarding third-party components, included when software incorporates third-party elements

Suggested Schedules

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

2. Schedule B - License Metrics and Fees: Detailed pricing, license metrics, and payment terms

3. Schedule C - Service Level Agreement: Technical support and maintenance service levels and response times

4. Schedule D - Implementation Plan: Software implementation timeline and milestones

5. Schedule E - Acceptable Use Policy: Detailed terms of acceptable use and restrictions

6. Schedule F - Security Requirements: Security standards and requirements for software operation

7. Appendix 1 - Technical Requirements: Minimum system requirements and technical specifications

8. Appendix 2 - Support Contact Details: Contact information and escalation procedures for technical support

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

Relevant legal definitions













































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Relevant Industries

Information Technology

Healthcare

Financial Services

Manufacturing

Retail

Education

Government

Professional Services

Telecommunications

Energy and Utilities

Transportation and Logistics

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Finance

Compliance

Information Security

Vendor Management

Operations

Risk Management

Enterprise Architecture

Relevant Roles

Chief Information Officer

IT Director

Legal Counsel

Procurement Manager

Software License Manager

IT Security Manager

Chief Technology Officer

Contract Administrator

Chief Legal Officer

IT Infrastructure Manager

Compliance Officer

Enterprise Architect

Chief Financial Officer

IT Operations Manager

Vendor Management Specialist

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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