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Source Code License Agreement for the United States

Source Code License Agreement Template for United States

A Source Code License Agreement is a legal contract under US law that governs the terms under which one party (licensor) grants another party (licensee) rights to use, modify, and/or distribute source code. This agreement addresses intellectual property rights, usage restrictions, confidentiality obligations, warranties, and liability limitations while ensuring compliance with US copyright, patent, and trade secret laws.

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Source Code License Agreement

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What is a Source Code License Agreement?

The Source Code License Agreement is essential when organizations need to share or license proprietary source code while maintaining control over intellectual property rights. This document is commonly used in software development, technology licensing, and commercial software distribution within the United States. It provides comprehensive terms covering license scope, modification rights, confidentiality provisions, and compliance with US software licensing laws. The agreement is particularly crucial when dealing with valuable intellectual property that requires careful protection while enabling controlled usage by third parties.

What sections should be included in a Source Code License Agreement?

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

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

3. Definitions: Key terms used throughout the agreement including 'Source Code', 'Derivative Works', 'Intellectual Property Rights'

4. License Grant: Scope of license, permitted uses, and restrictions

5. Intellectual Property Rights: Ownership and protection of rights in the source code

6. Confidentiality: Protection of source code and other confidential information

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

8. Warranties and Disclaimers: Representations about the source code and limitation of warranties

9. Liability and Indemnification: Limitations of liability and indemnification obligations

10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Source Code License Agreement?

1. Escrow Provisions: Terms for source code escrow arrangements, typically used when providing business-critical software to enterprise customers

2. Support and Maintenance: Terms for ongoing support of the source code, included when offering additional support services

3. Sublicensing Rights: Terms for allowing licensee to sublicense the code, used when licensee needs to distribute the code to third parties

4. Export Control: Compliance requirements with export control regulations, included when software may be subject to export restrictions

5. Audit Rights: Rights to audit licensee's use of the source code, included for high-value licenses or when compliance verification is crucial

What schedules should be included in a Source Code License Agreement?

1. Schedule A - Licensed Source Code: Detailed description and specification of the source code being licensed

2. Schedule B - License Fees: Payment terms, fee structure, and payment schedule

3. Schedule C - Technical Documentation: Documentation required for use of the source code including technical specifications

4. Schedule D - Third-Party Components: List of third-party code components and associated licenses

5. Schedule E - Support and Maintenance Services: Detailed specification of support services and service levels, if applicable

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

Jurisdiction

United States

Document Type

Employment Contract

Cost

Free to use
Clauses






























Industries

Copyright Law: Key legislation includes Copyright Act of 1976, Digital Millennium Copyright Act (DMCA), and Computer Software Copyright Act. These laws protect original works of authorship, including software code.

Patent Law: Governed by Patent Act (35 U.S.C.), covering software patent considerations, patent rights and limitations in software licensing context.

Trade Secret Law: Including Defend Trade Secrets Act (DTSA) and Uniform Trade Secrets Act (UTSA), protecting confidential business information and proprietary code.

Contract Law: Encompasses Uniform Commercial Code (UCC), state-specific contract laws, and Statute of Frauds requirements for enforceability of agreements.

Export Control Regulations: Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR) governing international software distribution.

Data Privacy and Security: State data protection laws, federal data protection regulations, and cybersecurity requirements affecting software licensing and usage.

Antitrust Considerations: Sherman Antitrust Act, Clayton Act, and Federal Trade Commission Act regulations preventing anti-competitive licensing practices.

Open Source Compliance: Requirements and obligations under various open-source licenses (GPL, LGPL, MIT, Apache) and related disclosure obligations.

Consumer Protection Laws: Federal and state consumer protection statutes, warranty disclaimers, and limitation of liability provisions for software licensing.

Electronic Signatures: Electronic Signatures in Global and National Commerce Act (E-SIGN) and Uniform Electronic Transactions Act (UETA) governing digital contract execution.

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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