This Proprietary Software License Agreement template is designed for use under Dutch law when a software owner wishes to grant usage rights to their proprietary software while maintaining ownership and control. The document is essential for software companies, technology providers, and businesses engaging in software licensing transactions in the Netherlands or choosing Dutch law as their governing law. It incorporates requirements from the Dutch Civil Code, EU Software Directive, and where applicable, GDPR compliance measures. The agreement covers critical aspects including license scope, usage restrictions, intellectual property rights, warranties, and liability limitations. It's particularly relevant for commercial software deployment scenarios where clear terms of use and protection of intellectual property rights are paramount. The document should be customized based on the specific software being licensed, its intended use, and the particular requirements of both licensor and licensee.
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1. Parties: Identification of the licensor and licensee with full legal details
2. Background: Context of the agreement and brief description of the software and its intended use
3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement
4. License Grant: Scope and nature of the license, including usage rights and restrictions
5. License Fees: Payment terms, fee structure, and payment schedule
6. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
7. Confidentiality: Protection of confidential information and trade secrets
8. Warranties and Representations: Warranties regarding software functionality and performance
9. Liability and Indemnification: Limitations of liability and indemnification obligations
10. Term and Termination: Duration of the license and termination conditions
11. Post-Termination Obligations: Actions required after agreement termination
12. General Provisions: Standard legal clauses including governing law, notices, and assignment
1. Data Protection: Required if the software processes personal data, ensuring GDPR compliance
2. Service Levels: Include for software with uptime or performance guarantees
3. Maintenance and Support: Optional section detailing support services if offered separately
4. Security Requirements: Necessary for software handling sensitive data or requiring specific security measures
5. Third-Party Software: Required if the software incorporates third-party components
6. Export Controls: Include if software is subject to export regulations
7. Source Code Escrow: Optional for business-critical software where source code access might be needed
8. Training and Implementation: Include if training or implementation services are part of the agreement
1. Software Description: Detailed technical specifications and functionality of the software
2. License Fees Schedule: Detailed breakdown of license fees and payment terms
3. Service Level Agreement: Specific performance metrics and service levels if applicable
4. Support and Maintenance Terms: Detailed support and maintenance provisions if included
5. Acceptable Use Policy: Specific rules and restrictions for software usage
6. Security Requirements: Detailed security specifications and compliance requirements
7. Implementation Plan: Timeline and milestones for software implementation if relevant
8. Data Processing Agreement: Required under GDPR if personal data is processed
Authors
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Software Development
Financial Services
Healthcare
Manufacturing
Retail
Professional Services
Telecommunications
Education
Government
E-commerce
Media and Entertainment
Logistics and Transportation
Energy and Utilities
Relevant Teams
Legal
Information Technology
Procurement
Information Security
Risk and Compliance
Software Development
Operations
Commercial
Business Development
Contract Management
Data Protection
Relevant Roles
Chief Technology Officer
Legal Counsel
IT Director
Software Licensing Manager
Procurement Manager
Contract Manager
Information Security Officer
Data Protection Officer
Software Development Manager
IT Operations Manager
Commercial Director
Risk Manager
Compliance Officer
Business Development Manager
Technical Account Manager
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