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Non Exclusive Software License Template for United States

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Key Requirements PROMPT example:

Non Exclusive Software License

"I need a Non Exclusive Software License Agreement for my new AI analytics software that will be licensed to enterprise customers in the healthcare sector, with specific HIPAA compliance clauses and data protection requirements included."

Document background
The Non-Exclusive Software License Agreement is essential when software developers or companies want to grant usage rights to their software while maintaining ownership and the ability to license to multiple users. This document, structured under U.S. law, includes critical elements such as license scope, usage restrictions, fees, warranties, and termination conditions. It's particularly relevant in today's digital economy where software licensing is a primary business model, requiring careful consideration of intellectual property rights, data protection, and compliance with both federal and state regulations.
Suggested Sections

1. Parties: Identification of licensor and licensee, including legal entities and contact details

2. Background: Context of the agreement and brief description of the software being licensed

3. Definitions: Key terms used throughout the agreement including Software, Documentation, Intellectual Property Rights, etc.

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

5. License Fees: Payment terms, amounts, and schedule

6. Intellectual Property Rights: Ownership and protection of IP rights

7. Term and Termination: Duration of agreement and termination conditions

8. Warranties and Disclaimers: Standard warranties and limitations

Optional Sections

1. Service Level Agreement: Performance metrics and support levels - include when offering maintenance and support services

2. Data Protection: Data handling and privacy requirements - include when personal data is processed

3. Source Code Escrow: Terms for source code protection and release - include when source code access might be required

4. Export Controls: Compliance with export regulations - include when software might be exported internationally

Suggested Schedules

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

2. Schedule B - License Fees: Detailed breakdown of pricing and payment terms

3. Schedule C - Technical Requirements: Minimum system requirements and technical specifications

4. Schedule D - Support Services: Details of maintenance and support services if included

5. Schedule E - Acceptable Use Policy: Terms of acceptable use and restrictions

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 of 1976: Primary federal legislation governing copyright law in the US (17 U.S.C.), essential for protecting software code and documentation

Digital Millennium Copyright Act (DMCA): Federal law addressing digital copyright issues, including anti-circumvention provisions and safe harbor for online service providers

Uniform Commercial Code (UCC): Particularly Article 2, governs commercial transactions and provides framework for software licensing agreements

E-SIGN Act: Electronic Signatures in Global and National Commerce Act - ensures legal validity of electronic signatures and records

UETA: Uniform Electronic Transactions Act - provides uniform state-level rules for electronic transactions

Federal Trade Commission Act: Prohibits unfair or deceptive practices in commerce, relevant for software licensing terms and conditions

Computer Fraud and Abuse Act: Federal law addressing computer-related fraud and unauthorized access, important for security provisions

Export Administration Regulations (EAR): Controls the export and re-export of commercial and dual-use software and technology

HIPAA: Health Insurance Portability and Accountability Act - crucial if software handles healthcare data

CCPA: California Consumer Privacy Act - important privacy regulations if dealing with California residents' data

Sherman Antitrust Act: Primary federal antitrust law, relevant for licensing terms that could affect market competition

Magnuson-Moss Warranty Act: Federal law governing consumer product warranties, applicable for consumer software products

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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