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Boilerplate Software License Agreement

Boilerplate Software License Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Boilerplate Software License Agreement

I need a Boilerplate Software License Agreement under UAE law for my enterprise software company to license our cloud-based accounting software to medium-sized businesses, with specific provisions for data protection and service level guarantees.

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Document background
The Boilerplate Software License Agreement serves as a standardized legal framework for software licensing transactions in the United Arab Emirates. This document is essential for software companies, developers, and vendors operating in or selling to the UAE market, providing a comprehensive template that complies with local regulations while protecting the interests of both licensors and licensees. It incorporates requirements from UAE's technology-related legislation, including copyright law, data protection regulations, and electronic commerce laws. The agreement is designed to be adaptable for various software types and licensing models while maintaining consistency with UAE business practices and legal requirements. This template is particularly valuable for companies seeking to establish or expand their software licensing operations in the UAE market, offering a balance between international software licensing standards and local legal compliance.
Suggested Sections

1. Parties: Identification of the licensor and licensee with full legal names, addresses, and registration details as per UAE requirements

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

3. Definitions: Detailed definitions of technical terms, software components, and key concepts used throughout the agreement

4. Grant of License: Specific rights granted, type of license (exclusive/non-exclusive), and territory restrictions

5. License Restrictions: Clear limitations on use, prohibition of reverse engineering, and restrictions on transfer or sublicensing

6. Intellectual Property Rights: Assertion of ownership rights, protection of IP, and handling of derivative works

7. License Fees and Payment: Payment terms, fee structure, and currency specifications compliant with UAE financial regulations

8. Term and Termination: Duration of the license, renewal terms, and grounds for termination

9. Warranties and Representations: Software performance guarantees and compliance with UAE laws

10. Limitation of Liability: Scope of liability limitations permitted under UAE law

11. Confidentiality: Protection of trade secrets and confidential information

12. Data Protection: Compliance with UAE data protection laws and data handling requirements

13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including force majeure, notices, and assignment rights

Optional Sections

1. Enterprise License Terms: Additional terms for enterprise-wide deployment, used when licensing to large organizations

2. Cloud Services: Specific provisions for cloud-based software delivery, including service levels and data hosting

3. Professional Services: Terms for additional implementation, training, or customization services

4. Source Code Escrow: Provisions for source code escrow arrangements, typically for mission-critical enterprise software

5. Export Control: Compliance with UAE and international export control regulations, necessary for software with international distribution

6. Disaster Recovery: Business continuity and disaster recovery requirements, important for enterprise or critical software

7. Third-Party Software: Terms relating to incorporated third-party software components

8. Hardware Requirements: Specific hardware or system requirements for software operation

Suggested Schedules

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

2. Schedule 2 - License Fees: Detailed breakdown of license fees, payment schedules, and pricing tiers

3. Schedule 3 - Service Level Agreement: Performance metrics, support levels, and response times

4. Schedule 4 - Technical Requirements: Minimum system requirements and technical specifications

5. Schedule 5 - Maintenance and Support: Terms and conditions for ongoing maintenance and technical support

6. Appendix A - Authorized Users: Definition and limitations of authorized users and access rights

7. Appendix B - Territory: Detailed description of geographic territories where license is valid

8. Appendix C - Data Processing Terms: Specific terms for data processing compliance with UAE regulations

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 | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Authorized Users
Confidential Information
Documentation
Effective Date
Intellectual Property Rights
License Fee
License Term
Licensed Software
Maintenance Services
Updates
Source Code
Object Code
Personal Data
Security Breach
Service Level Agreement
Software Specifications
Support Services
System Requirements
Territory
Third Party Software
User Interface
Working Day
Proprietary Rights
Installation Site
Access Credentials
API
Backup Copy
Designated Equipment
Error
License Key
Modifications
Production Environment
Software Module
Technical Support
User Manual
Virus
Clauses
License Grant
Intellectual Property
Confidentiality
Payment Terms
Warranties
Liability Limitation
Indemnification
Term and Termination
Data Protection
Force Majeure
Assignment
Governing Law
Dispute Resolution
Notice
Permitted Use
License Restrictions
Maintenance and Support
Audit Rights
Export Control
Security Requirements
Technical Support
Software Delivery
Installation
Training
Service Levels
Acceptance Testing
Business Continuity
Third Party Rights
Compliance with Laws
Entire Agreement
Relevant Industries

Information Technology

Financial Services

Healthcare

Education

Retail

Manufacturing

Professional Services

Government and Public Sector

Telecommunications

E-commerce

Media and Entertainment

Real Estate

Construction

Energy and Utilities

Transportation and Logistics

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Risk Management

Vendor Management

Information Security

Software Asset Management

Contract Administration

Business Development

Operations

Relevant Roles

Chief Technology Officer

Legal Counsel

IT Director

Software Licensing Manager

Procurement Manager

Contracts Manager

Information Security Officer

Compliance Officer

Business Development Manager

Enterprise Architect

Software Asset Manager

Legal Operations Manager

Risk Management Officer

Vendor Management Specialist

Technology Procurement Specialist

Industries
Federal Law No. 7 of 2002 on Copyrights and Related Rights: Governs copyright protection in the UAE, including software and computer programs. Essential for defining the scope of software licensing rights and protection of intellectual property.
Federal Law No. 1 of 2006 on Electronic Commerce and Transactions: Regulates electronic transactions and provides legal recognition of electronic contracts. Relevant for software licensing agreements executed electronically.
Federal Law No. 24 of 2006 on Consumer Protection: Protects consumer rights and interests. Applicable when licensing software to individual consumers rather than businesses.
Federal Decree Law No. 45 of 2021 on Personal Data Protection: Governs the collection, processing, and storage of personal data. Relevant for software that collects or processes user data.
UAE Civil Code (Federal Law No. 5 of 1985): Provides the general framework for contracts, including formation, validity, and enforcement. Applies to all commercial agreements in the UAE.
Federal Law No. 2 of 2019 on the Use of ICT in Healthcare: Specific considerations required if the software is used in healthcare settings or processes health-related data.
Federal Law No. 5 of 2012 on Combating Cyber Crimes: Relevant for ensuring compliance with cybersecurity requirements and preventing illegal use of software.
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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