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Software License Contract Template for Pakistan

A comprehensive legal agreement governed by Pakistani law that establishes the terms and conditions under which software is licensed from a provider to a user or organization. This document encompasses crucial elements including license scope, usage rights, intellectual property protection, payment terms, and compliance with Pakistani electronic transaction laws and copyright regulations. It provides a legally binding framework that protects both the licensor's intellectual property rights and the licensee's usage rights while ensuring compliance with local legislation, including the Copyright Ordinance, 1962 and Electronic Transactions Ordinance, 2002.

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What is a Software License Contract?

The Software License Contract serves as a crucial legal instrument in Pakistan's growing digital economy, establishing the terms under which software can be legally used, distributed, or accessed. This document is essential when a software provider (licensor) wishes to grant usage rights to their software while maintaining ownership and controlling its distribution. The agreement must comply with Pakistani legislation, including the Copyright Ordinance, 1962, Electronic Transactions Ordinance, 2002, and relevant provincial laws. It typically includes detailed provisions on usage scope, technical specifications, maintenance terms, liability limitations, and dispute resolution mechanisms, while considering local legal requirements and business practices. The Software License Contract is particularly relevant for technology transactions in Pakistan's emerging digital marketplace, where clear definition of rights and obligations is essential for both parties.

What sections should be included in a Software License Contract?

1. Parties: Identification of the licensor and licensee with complete legal names and addresses

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

3. Definitions: Detailed definitions of key terms used throughout the agreement

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

5. License Fees and Payment Terms: Details of license fees, payment schedule, and payment methods

6. Delivery and Installation: Terms regarding software delivery, installation requirements, and acceptance criteria

7. Intellectual Property Rights: Declaration of ownership rights and protection of intellectual property

8. Confidentiality: Obligations regarding confidential information and trade secrets

9. Warranties and Representations: Warranties provided by both parties and disclaimer of warranties

10. Support and Maintenance: Terms of technical support and maintenance services

11. Term and Termination: Duration of the license and conditions for termination

12. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction details

13. General Provisions: Standard boilerplate clauses including notices, assignment, and severability

What sections are optional to include in a Software License Contract?

1. Source Code Escrow: Optional section for enterprise licenses where source code access might be required in specific circumstances

2. Data Protection and Privacy: Required if the software processes personal data or when licensing to entities in jurisdictions with strict data protection laws

3. Export Controls: Necessary for international licensing deals involving restricted technologies

4. Training and Documentation: Optional section detailing training provisions and documentation requirements

5. Service Level Agreement: Required for software licenses that include specific performance guarantees

6. Third-Party Software Components: Necessary when the licensed software incorporates third-party components

7. Shariah Compliance: Optional section for ensuring compliance with Islamic law principles, particularly relevant for Islamic financial institutions

What schedules should be included in a Software License Contract?

1. Schedule A - Software Description: Detailed technical specifications and functionality of the licensed software

2. Schedule B - License Fees: Detailed breakdown of license fees, payment schedules, and calculation methods

3. Schedule C - Support and Maintenance Services: Detailed description of support levels, response times, and maintenance terms

4. Schedule D - Service Level Requirements: Performance metrics, availability requirements, and related penalties

5. Schedule E - Acceptance Testing: Testing procedures, acceptance criteria, and timelines

6. Appendix 1 - Technical Requirements: Minimum system requirements and technical specifications for software operation

7. Appendix 2 - Authorized Users: List of authorized users or user categories and their access rights

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Pakistan

Publisher

Genie AI

Document Type

License Agreement

Cost

Free to use

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