This Non Transferable Software License agreement is designed for use in the German market where software providers need to grant specific usage rights while maintaining strict control over their intellectual property. It is particularly relevant when the licensor wants to ensure their software remains used only by the original licensee, preventing any unauthorized transfer or sublicensing. The document incorporates mandatory provisions of German law, including requirements under the German Civil Code (BGB) and Copyright Act (UrhG), while addressing modern software licensing practices and EU regulations. It is suitable for both B2B and B2C contexts, though terms may need adjustment based on the specific relationship. The agreement includes comprehensive provisions for software usage, technical requirements, support services, and data protection compliance, with special attention to German-specific legal requirements regarding warranty terms and liability limitations.
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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: Definitions of key terms used throughout the agreement
4. Grant of License: Scope of license, usage rights, and explicit non-transferability provisions
5. License Restrictions: Specific prohibitions including transfer, sublicensing, modification restrictions
6. Intellectual Property Rights: Confirmation of licensor's IP ownership and licensee's limited rights
7. Payment Terms: License fees, payment schedule, and related financial terms
8. Licensee Obligations: Responsibilities of the licensee including security measures and usage compliance
9. Term and Termination: Duration of license and grounds for termination
10. Warranties and Liability: Warranty terms and limitation of liability under German law
11. Confidentiality: Protection of confidential information and trade secrets
12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
13. Final Provisions: Severability, entire agreement, and form requirements under German law
1. Data Protection: Required if the software processes personal data, addressing GDPR compliance
2. Maintenance and Support: Include if ongoing support services are provided with the license
3. Integration Services: Required if the licensor provides software integration services
4. Third-Party Software: Include if the software incorporates or depends on third-party components
5. Export Control: Required if the software is subject to export control regulations
6. Source Code Escrow: Include if source code escrow arrangements are offered
7. Service Levels: Required if specific performance levels are guaranteed
8. Audit Rights: Include for licenses where usage monitoring is critical
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software
2. Schedule 2 - License Fees: Detailed breakdown of license fees and payment terms
3. Schedule 3 - Technical Requirements: Hardware and software requirements for operating the licensed software
4. Schedule 4 - Support Services: Details of maintenance and support services if provided
5. Schedule 5 - Service Levels: Performance metrics and service levels if applicable
6. Appendix A - Authorized Users: Definition and list of authorized users or user categories
7. Appendix B - Data Processing Terms: GDPR-compliant data processing terms if applicable
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Software Development
Financial Services
Healthcare
Manufacturing
Retail
Professional Services
Education
Telecommunications
Media and Entertainment
Government and Public Sector
Research and Development
Automotive
Energy and Utilities
Relevant Teams
Legal
Information Technology
Procurement
Compliance
Risk Management
Information Security
Software Development
Vendor Management
Operations
Finance
Business Development
Relevant Roles
Legal Counsel
IT Director
Chief Technology Officer
Procurement Manager
Software Licensing Manager
Compliance Officer
Contract Manager
Information Security Officer
Chief Information Officer
Business Development Manager
Legal Operations Manager
Risk Manager
Software Asset Manager
IT Procurement Specialist
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