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Commercial Software License Agreement Template for United States

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Key Requirements PROMPT example:

Commercial Software License Agreement

"I need a Commercial Software License Agreement for licensing our new enterprise resource planning software to medium-sized manufacturing companies in California, with specific provisions for data protection and quarterly payment terms beginning March 2025."

Document background
The Commercial Software License Agreement is essential for any business-to-business software distribution in the United States. This document is used when a software provider wants to grant another business the right to use their software while maintaining ownership and controlling usage terms. It addresses critical aspects such as intellectual property rights, usage limitations, warranties, and compliance with US federal and state laws. The agreement typically includes provisions for payment terms, support services, and data protection requirements, making it suitable for both standard software licensing and SaaS arrangements.
Suggested Sections

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

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

3. Definitions: Key terms used throughout the agreement

4. License Grant: Scope and nature of the software license being granted

5. License Restrictions: Specific 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 of agreement and termination conditions

9. Warranties and Disclaimers: Standard warranties and limitations

10. Governing Law: Applicable jurisdiction and dispute resolution

Optional Sections

1. Support and Maintenance: Terms for ongoing support services when support is included in the agreement

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

3. Data Protection: GDPR and other privacy compliance measures when personal data is processed

4. Source Code Escrow: Terms for source code storage and release for business-critical software

5. Training: Terms for user training provision when training services are included

Suggested Schedules

1. Schedule 1 - Software Description: Detailed technical specifications of the software

2. Schedule 2 - License Fees: Detailed pricing structure and payment terms

3. Schedule 3 - Service Level Agreement: Detailed performance metrics and remedies

4. Schedule 4 - Support Services: Detailed support procedures and response times

5. Schedule 5 - Acceptable Use Policy: Detailed terms of acceptable software use

6. Schedule 6 - Data Processing Agreement: Detailed data protection terms and procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 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 legislation governing software protection and licensing rights, essential for establishing the fundamental basis of software licensing

Digital Millennium Copyright Act (DMCA): Federal law addressing digital rights management and copyright protection in the digital age, crucial for software protection measures

Computer Fraud and Abuse Act: Federal legislation governing unauthorized access to computer systems, important for defining terms of access and use

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

Uniform Commercial Code (UCC): Particularly Article 2, governing sales of goods, which may apply to software transactions depending on jurisdiction

Uniform Computer Information Transactions Act (UCITA): State law adopted in Virginia and Maryland specifically governing software licenses and transactions

State Contract Laws: Various state-specific contract laws that may affect the formation and enforcement of software license agreements

State Consumer Protection Laws: State-specific laws protecting consumer rights in software transactions

California Consumer Privacy Act (CCPA): California's comprehensive data privacy law that may affect software handling personal information of California residents

State Data Breach Laws: Various state laws requiring notification and specific actions in case of data breaches

GDPR Compliance: EU data protection regulation that may apply if the software processes data of EU residents

Industry-Specific Regulations: Sector-specific regulations such as HIPAA for healthcare software, affecting how data must be handled

International IP Treaties: International agreements protecting intellectual property rights across borders

Cybersecurity Standards: Industry standards and best practices for software security and data protection

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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