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Proprietary Software License for Singapore

Proprietary Software License Template for Singapore

A Proprietary Software License Agreement under Singapore law is a legally binding contract that grants specific rights to use proprietary software while protecting the intellectual property rights of the software owner. This agreement, governed by Singapore's Copyright Act 2021 and related legislation, establishes terms for software usage, restrictions, payment, support, and maintenance. It includes provisions for data protection under PDPA and addresses specific requirements of Singapore's technology-focused legal framework.

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What is a Proprietary Software License?

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.

What sections should be included in a Proprietary Software License?

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

What sections are optional to include in a Proprietary Software License?

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

What schedules should be included in a Proprietary Software License?

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

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

Singapore

Publisher

Ƶ

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions

























Clauses





























Industries

Copyright Act 2021: Primary legislation governing software protection in Singapore, essential for defining the scope of intellectual property rights in the software license

Patents Act: Relevant for protecting any patentable elements of the software and addressing patent rights in the license agreement

Computer Misuse Act: Addresses security considerations and unauthorized access provisions that need to be reflected in license terms

Personal Data Protection Act 2012: Governs data protection requirements and compliance measures for handling personal data in Singapore

Electronic Transactions Act: Provides legal framework for electronic contracts and digital signatures in Singapore

Unfair Contract Terms Act: Regulates unfair terms in contracts, particularly relevant for B2C software licenses

Consumer Protection (Fair Trading) Act: Protects consumer interests in commercial transactions, applicable if the software is licensed to individual consumers

Consumer Protection (Trade Descriptions and Safety Requirements) Act: Ensures accurate product descriptions and safety requirements are met in consumer transactions

TRIPS Agreement: International agreement setting global standards for intellectual property protection, affecting cross-border software licensing

Singapore Common Law: General contract law principles under Singapore's common law system that govern contract formation and enforcement

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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