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Master Software License Agreement Template for United States

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Key Requirements PROMPT example:

Master Software License Agreement

"I need a Master Software License Agreement for my enterprise SaaS platform that will be licensed to healthcare providers in California, with specific HIPAA compliance provisions and data processing terms to be effective from March 2025."

Document background
The Master Software License Agreement (MSLA) is a foundational document used when a software provider wishes to establish a long-term licensing relationship with a customer. This agreement, governed by U.S. law, serves as an umbrella agreement under which multiple software products can be licensed through separate order forms or schedules. It includes comprehensive terms covering licensing rights, usage restrictions, intellectual property protection, warranties, and support services. The MSLA is particularly important for enterprise-level software deployments and helps manage ongoing software licensing relationships while ensuring legal compliance.
Suggested Sections

1. Parties: Identification of contracting parties and their legal status

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. License Grant: Scope and nature of software license

5. License Restrictions: Limitations on use and prohibited activities

6. Payment Terms: Fees, payment schedule, and related conditions

7. Intellectual Property Rights: Ownership and protection of IP

8. Term and Termination: Duration and termination conditions

9. Warranties and Disclaimers: Extent and limitations of warranties

Optional Sections

1. Professional Services: Terms for additional services beyond software license when implementation or consulting services are included

2. Service Level Agreement: Performance standards and metrics for cloud-based or hosted software solutions

3. Data Processing Agreement: Terms for handling personal data when personal data processing is involved

4. Source Code Escrow: Terms for source code deposit and release when requested by enterprise customers

Suggested Schedules

1. Software Description Schedule: Detailed description of licensed software and components

2. Fee Schedule: Detailed pricing and payment terms

3. Technical Requirements Schedule: Hardware and software requirements for operation

4. Support and Maintenance Schedule: Details of support services and maintenance obligations

5. Service Level Metrics Schedule: Detailed performance metrics and remedies for SaaS products

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Copyright Act (17 U.S.C.): Federal law governing software protection and licensing rights, essential for establishing ownership and transfer of rights in software licensing agreements

Digital Millennium Copyright Act (DMCA): Federal law addressing digital rights management and anti-circumvention provisions for software protection

Computer Fraud and Abuse Act: Federal legislation concerning unauthorized access to computer systems, relevant for security and access provisions in software agreements

Federal Trade Commission Act: Consumer protection legislation that affects how software products can be marketed and sold to consumers

Uniform Commercial Code (UCC): While not directly applicable to software licenses, provides framework for commercial transactions that may influence certain agreement provisions

California Consumer Privacy Act (CCPA): State-specific data privacy law that may affect how software handles and processes California residents' personal information

State Data Protection Laws: Various state-specific regulations governing data protection and privacy requirements for software operations

Industry-Specific Regulations: Sectoral regulations like HIPAA (healthcare) and GLBA (financial) that may affect software use in regulated industries

Export Administration Regulations (EAR): Federal regulations controlling the export of commercial and dual-use software products

International Traffic in Arms Regulations (ITAR): Federal regulations controlling the export of defense-related software and technical data

State Contract Laws: State-specific contract formation and enforcement rules that affect software license agreements

Uniform Electronic Transactions Act (UETA): State-adopted uniform law governing electronic transactions and signatures in software agreements

Electronic Signatures (E-SIGN Act): Federal law establishing legal validity of electronic signatures for software license agreements

Patent Law: Federal laws protecting novel and non-obvious aspects of software functionality

Trade Secret Law: State and federal protections for confidential business information and proprietary software code

Trademark Law: Federal and state laws protecting software brands, logos, and associated intellectual property

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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