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Proprietary Software License Agreement

Proprietary Software License Agreement Template for India

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Key Requirements PROMPT example:

Proprietary Software License Agreement

"I need a Proprietary Software License Agreement for licensing our AI-powered healthcare management software to Indian hospitals, with specific provisions for patient data protection and integration with existing hospital systems."

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Document background
The Proprietary Software License Agreement serves as a crucial legal instrument in India's growing software industry, establishing the framework for software licensing transactions. This document is essential when a software owner wishes to grant usage rights while maintaining ownership and protecting intellectual property rights under Indian law. It addresses key aspects such as license scope, payment terms, usage restrictions, and compliance requirements, while incorporating specific provisions mandated by Indian IT laws and regulations. The agreement is particularly important given India's specific legal requirements under the Information Technology Act, 2000, and the Copyright Act, 1957, which govern software licensing and protection. This contract type is commonly used in business-to-business transactions where custom or specialized software is being licensed, requiring clear definition of usage rights, technical specifications, and service level expectations.
Suggested Sections

1. Parties: Identification of the licensor and licensee with complete legal details

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

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

4. Grant of License: Scope and nature of the license being granted, including usage rights and restrictions

5. License Fees and Payment Terms: Details of licensing costs, payment schedule, and payment methods

6. Intellectual Property Rights: Assertion of ownership and IP rights over the software

7. Confidentiality: Obligations regarding confidential information and trade secrets

8. Warranties and Representations: Warranties provided by the licensor and disclaimers

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

10. Term and Termination: Duration of the agreement and circumstances for termination

11. Post-Termination Obligations: Actions required after agreement termination

12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction details

13. Dispute Resolution: Process for resolving disputes between parties

14. General Provisions: Standard boilerplate clauses including notices, assignment, and severability

Optional Sections

1. Third-Party Software Components: Details of third-party software incorporated into the licensed software, used when the software includes third-party components

2. Source Code Escrow: Terms for source code escrow arrangements, included when source code access might be necessary under specific circumstances

3. Professional Services: Terms for additional services like implementation or customization, included when professional services are part of the deal

4. Service Level Agreement: Performance standards and metrics, included when specific service levels are guaranteed

5. Data Protection and Privacy: Specific provisions for handling personal data, included when the software processes personal data

6. Export Control: Export compliance provisions, included when software may be subject to export restrictions

7. Insurance Requirements: Insurance obligations of parties, included for high-value or high-risk implementations

8. Change Control: Procedures for managing changes to the software, included when regular updates or modifications are anticipated

Suggested Schedules

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

2. Schedule B - License Fees: Detailed breakdown of all applicable fees and payment terms

3. Schedule C - Technical Requirements: Hardware and software requirements for running the licensed software

4. Schedule D - Support and Maintenance Terms: Details of support services, maintenance, and updates

5. Schedule E - Service Level Parameters: Detailed service level metrics and measurement criteria

6. Appendix 1 - Authorized Users: List of authorized users or user categories and their access rights

7. Appendix 2 - Acceptance Testing: Acceptance testing procedures and criteria

8. Appendix 3 - Security Requirements: Specific security standards and requirements to be maintained

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

alex.den.21@genieai.co
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Relevant Industries

Information Technology

Healthcare

Financial Services

Education

Manufacturing

Retail

Telecommunications

Professional Services

Government

Pharmaceuticals

Automotive

Energy and Utilities

Media and Entertainment

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Relevant Teams

Legal

Information Technology

Procurement

Software Development

Compliance

Finance

Information Security

Business Development

Operations

Risk Management

Vendor Management

Product Management

Relevant Roles

Chief Technology Officer

Legal Counsel

Software Licensing Manager

IT Director

Procurement Manager

Contract Manager

Chief Information Officer

IP Rights Manager

Software Development Manager

Chief Legal Officer

Technology Procurement Specialist

IT Asset Manager

Chief Financial Officer

Information Security Officer

Business Development 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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