The Proprietary Software License is essential for software companies operating in Singapore who wish to license their software while maintaining control over their intellectual property. This document is particularly relevant given Singapore's position as a technology hub and its robust IP protection framework. The agreement should be used when a software owner wants to grant usage rights while maintaining ownership and controlling how their software is used. It typically includes detailed terms about usage rights, restrictions, fees, support, and compliance with Singapore's data protection and technology laws.
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1. Parties: Identification of licensor and licensee with full legal details
2. Background: Context of the agreement and brief description of 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: Explicit limitations on use of the software
6. Intellectual Property Rights: Ownership and protection of IP rights
7. Payment Terms: License fees, payment schedule, and related terms
8. Term and Termination: Duration and conditions for ending the agreement
9. Governing Law: Specification of Singapore law as governing law
1. Support and Maintenance: Terms for technical support and updates - include when ongoing support is part of the license agreement
2. Service Level Agreement: Performance standards and metrics - include for cloud-based or hosted software
3. Data Protection: PDPA compliance provisions - include when personal data processing is involved
4. Export Controls: Export compliance requirements - include for international licensing
1. Schedule 1 - Software Description: Detailed technical specifications of the licensed software
2. Schedule 2 - License Fees: Detailed breakdown of pricing and payment terms
3. Schedule 3 - Support Services: Description of support and maintenance services if included
4. Schedule 4 - Service Levels: Detailed SLA metrics and requirements if applicable
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