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Proprietary Software License Agreement

Proprietary Software License Agreement Template for New Zealand

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Key Requirements PROMPT example:

Proprietary Software License Agreement

"I need a Proprietary Software License Agreement under New Zealand law for enterprise-level accounting software that will be deployed across multiple corporate locations, with specific provisions for data protection and source code escrow arrangements."

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Document background
This Proprietary Software License Agreement is designed for use in New Zealand business contexts where a software provider wishes to license their proprietary software while maintaining ownership and control over their intellectual property. The agreement is structured to comply with New Zealand legal requirements while accommodating international business practices. It should be used when a business needs to establish clear terms for software licensing, including usage rights, restrictions, payment terms, support services, and liability provisions. The document incorporates provisions addressing data protection, intellectual property rights, and consumer protection in accordance with New Zealand legislation. This agreement is particularly important for software companies, technology providers, and businesses engaging in software licensing transactions within New Zealand's jurisdiction.
Suggested Sections

1. Parties: Identifies and provides full legal details of the licensor and licensee

2. Background: Explains the context of the agreement and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement

4. License Grant: Specifies the scope, nature, and limitations of the software license

5. License Restrictions: Details prohibited activities and usage limitations

6. Intellectual Property Rights: Establishes ownership of IP and protection of rights

7. Payment Terms: Specifies license fees, payment schedule, and related financial terms

8. Support and Maintenance: Outlines support services, updates, and maintenance provisions

9. Warranties and Representations: States warranties provided and disclaimers

10. Confidentiality: Governs the handling and protection of confidential information

11. Term and Termination: Specifies duration, renewal, and termination conditions

12. Liability and Indemnification: Addresses limitation of liability and indemnification obligations

13. General Provisions: Contains standard legal provisions including governing law, notices, and assignment

Optional Sections

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

2. Third-Party Software: Needed when the licensed software incorporates third-party components

3. Export Controls: Required for software subject to export regulations or international use

4. Source Code Escrow: Optional provision for source code protection and access under specific conditions

5. Professional Services: Include when additional implementation or training services are provided

6. Service Level Agreement: Required when specific performance levels or uptime guarantees are provided

7. Audit Rights: Include when licensor requires rights to audit licensee's use of the software

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

Suggested Schedules

1. Schedule 1 - Software Description: Detailed description of the licensed software, including versions and components

2. Schedule 2 - License Fees: Detailed breakdown of all fees, payment terms, and pricing structures

3. Schedule 3 - Technical Requirements: Specification of minimum system requirements and technical specifications

4. Schedule 4 - Support Services: Detailed description of support and maintenance services, including SLAs if applicable

5. Schedule 5 - Authorized Users: Definition and limitations of authorized users and usage parameters

6. Appendix A - Acceptable Use Policy: Detailed policies regarding acceptable use of the software

7. Appendix B - Security Requirements: Security standards and requirements for software usage

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
Relevant legal definitions





















































Clauses



































Relevant Industries

Technology

Financial Services

Healthcare

Retail

Manufacturing

Professional Services

Education

Government

Telecommunications

Media and Entertainment

Insurance

Real Estate

Construction

Energy

Transportation and Logistics

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Risk Management

Commercial Operations

Vendor Management

Information Security

Software Development

Contract Administration

Relevant Roles

Chief Technology Officer

Legal Counsel

IT Director

Software Licensing Manager

Procurement Manager

Contract Administrator

Information Security Officer

Risk Manager

Commercial Director

Chief Information Officer

Compliance Officer

Software Asset Manager

Vendor Management Director

Legal Operations Manager

Technology Procurement 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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