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Third Party Software License Agreement

Third Party Software License Agreement Template for India

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Key Requirements PROMPT example:

Third Party Software License Agreement

"Need to draft a Third Party Software License Agreement for our new AI-powered enterprise software platform, to be licensed to financial institutions in India, with specific provisions for data protection, API integration rights, and source code escrow arrangements."

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Document background
The Third Party Software License Agreement is a critical legal document used when a software provider wishes to license their software products to users or businesses in India. This agreement is essential for protecting intellectual property rights while granting specific usage rights to licensees. It must comply with Indian legislation, particularly the Information Technology Act, 2000, the Copyright Act, 1957, and the Indian Contract Act, 1872. The document typically includes detailed terms covering license scope, fees, technical specifications, support services, warranties, and liability limitations. It's particularly important in the Indian context due to specific requirements regarding electronic contracts, data protection, and IT governance.
Suggested Sections

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

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

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

4. License Grant: Scope of the license, permitted uses, and restrictions on use

5. Intellectual Property Rights: Ownership of IP rights, protection measures, and infringement provisions

6. License Fees and Payment Terms: Payment obligations, payment schedule, and consequences of non-payment

7. Term and Termination: Duration of the agreement, renewal terms, and termination rights

8. Warranties and Representations: Warranties regarding software functionality, IP rights, and compliance with laws

9. Support and Maintenance: Support services, maintenance updates, and response times

10. Confidentiality: Protection of confidential information and trade secrets

11. Limitation of Liability: Caps on liability and exclusions of certain types of damages

12. Indemnification: Mutual indemnification obligations for various risks

13. Governing Law and Jurisdiction: Choice of Indian law and jurisdiction for dispute resolution

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

Optional Sections

1. Data Protection and Privacy: Required when the software processes personal data or sensitive information

2. Third Party Components: Needed when the software incorporates third-party software or open-source components

3. Professional Services: Include when implementation, training, or consulting services are part of the agreement

4. Service Level Agreement: Required for cloud-based software or when specific performance levels are guaranteed

5. Disaster Recovery: Important for business-critical software or cloud-based solutions

6. Export Control: Required when software may be subject to export control regulations

7. Source Code Escrow: Optional protection mechanism for business-critical software

8. Audit Rights: Include when usage monitoring or compliance verification is required

Suggested Schedules

1. Schedule A - Software Description: Detailed description of the software, including modules and functionality

2. Schedule B - Technical Requirements: Hardware, software, and network requirements for the software

3. Schedule C - License Fees: Detailed breakdown of license fees, payment schedules, and pricing terms

4. Schedule D - Support Services: Detailed support and maintenance terms, including SLAs if applicable

5. Schedule E - Authorized Users: Definition and number of authorized users or usage metrics

6. Appendix 1 - Third Party Components: List of third-party components and their respective license terms

7. Appendix 2 - Data Processing Terms: Detailed data protection and privacy requirements if applicable

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
Affiliate
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Fees
Force Majeure
Intellectual Property Rights
License Term
Licensed Software
Maintenance Services
Modifications
Object Code
Personal Data
Proprietary Rights
Software
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third Party Components
Updates
Upgrades
User Manual
Virus
Work Product
Working Hours
Critical Bug
Developer Tools
Escrow Agent
Implementation Services
License Key
Permitted Purpose
Production Environment
Service Level Agreement
Software Modules
Technical Support
Acceptance Tests
Authorized Devices
Backup Copy
Designated Location
Error
Installation Site
Interface
Major Release
Minor Release
Operating Environment
Patch
Response Time
Security Breach
Test Environment
Training Materials
User Interface
Warranty Period
Clauses
License Grant
Usage Rights
Intellectual Property
Payment Terms
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Term and Termination
Support and Maintenance
Force Majeure
Assignment
Audit Rights
Compliance
Technical Requirements
Security
Service Levels
Documentation
Training
Implementation
Source Code
Third Party Rights
Export Control
Dispute Resolution
Governing Law
Notice
Anti-corruption
Amendment
Severability
Entire Agreement
Interpretation
Waiver
Survival
Non-solicitation
Escrow
Insurance
Acceptance Testing
Change Control
Business Continuity
Sub-licensing
Relevant Industries

Information Technology

Banking and Financial Services

Healthcare

E-commerce

Manufacturing

Education

Telecommunications

Professional Services

Retail

Insurance

Government and Public Sector

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Risk Management

Information Security

Vendor Management

Contract Administration

Software Asset Management

Enterprise Architecture

Relevant Roles

Chief Technology Officer

IT Director

Legal Counsel

Procurement Manager

Software Licensing Manager

Compliance Officer

Contract Manager

Information Security Officer

Technology Risk Manager

Business Development Manager

Enterprise Architect

Software Asset Manager

Vendor Management Officer

Chief Information Officer

Legal Operations Manager

Industries
The Information Technology Act, 2000: Primary legislation governing electronic transactions, software, and digital content in India. Relevant for software licensing, electronic contracts, and digital signatures.
The Copyright Act, 1957: Protects software as literary work and governs intellectual property rights, including licensing and distribution rights of software.
The Indian Contract Act, 1872: Governs the formation and enforcement of contracts, including essential elements like offer, acceptance, consideration, and capacity to contract.
The Competition Act, 2002: Ensures the license agreement doesn't contain anti-competitive clauses or abuse of dominant position in the market.
Consumer Protection Act, 2019: Applicable when the software is licensed to individual consumers, governing warranties, product liability, and consumer rights.
The Patents Act, 1970: Relevant for software-related patents and patent licensing provisions, particularly for technical innovations implemented through software.
Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011: Governs the handling of personal data and security practices in software applications.
The Indian Penal Code, 1860: Relevant for provisions related to confidentiality breaches, fraud, and other criminal aspects that might need to be addressed in the agreement.
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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