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Perpetual Software License

Perpetual Software License Template for Netherlands

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Key Requirements PROMPT example:

Perpetual Software License

"I need a Perpetual Software License agreement under Dutch law for licensing our enterprise resource planning software to a manufacturing company, including 24/7 support services and implementation assistance, with the agreement to commence on March 1, 2025."

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Document background
This Perpetual Software License agreement is designed for use in the Netherlands when a software provider wishes to grant permanent, ongoing rights to use their software to another party. The document is structured to comply with Dutch civil law requirements and relevant EU regulations, including software licensing directives and data protection laws. It provides comprehensive coverage of essential elements such as license scope, usage rights, restrictions, warranties, and liability limitations. This agreement type is particularly suitable when the parties intend to establish a long-term licensing arrangement without recurring license renewals, typically involving a one-time payment for perpetual use rights. The document includes provisions for protecting intellectual property rights while ensuring the licensee has clear guidelines for software utilization.
Suggested Sections

1. Parties: Identification of the licensor and licensee, including full legal names, registration numbers, and registered addresses

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

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Software', 'Documentation', 'Intellectual Property Rights', and 'Use'

4. License Grant: Scope of the perpetual license, including permitted uses, number of users, and deployment restrictions

5. License Restrictions: Specific prohibitions and limitations on the use of the software

6. Intellectual Property Rights: Confirmation of ownership and protection of IP rights in the software

7. Payment Terms: License fee structure, payment schedule, and any additional costs

8. Warranties and Representations: Warranties regarding software performance, ownership, and non-infringement

9. Limitation of Liability: Limits on liability and exclusions of certain types of damages

10. Confidentiality: Protection of confidential information exchanged between parties

11. Term and Termination: Duration of the agreement and circumstances under which it can be terminated despite being perpetual

12. Effects of Termination: Consequences of agreement termination and surviving provisions

13. General Provisions: Standard legal provisions including governing law, jurisdiction, entire agreement, and amendments

Optional Sections

1. Maintenance and Support: Terms for ongoing maintenance and technical support, if offered separately

2. Data Protection: GDPR compliance provisions, necessary if the software processes personal data

3. Cloud Services: Additional terms for any cloud-based components of the software

4. Professional Services: Terms for implementation, training, or consulting services if provided

5. Source Code Escrow: Provisions for source code escrow arrangements if agreed

6. Export Control: Compliance with export control laws if the software is subject to international distribution

7. Service Level Agreement: Performance standards and metrics if applicable to software operation

8. Audit Rights: Terms allowing licensor to audit licensee's use of the software

Suggested Schedules

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

2. Schedule 2 - License Fees: Detailed breakdown of license fees and payment structure

3. Schedule 3 - Technical Requirements: Minimum system requirements and technical specifications for software operation

4. Schedule 4 - Support Services: Detailed description of any support services included with the license

5. Schedule 5 - Service Levels: Detailed service level commitments if applicable

6. Appendix A - Acceptable Use Policy: Detailed rules and guidelines for software usage

7. Appendix B - Data Processing Agreement: GDPR-compliant data processing terms 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 Industries

Information Technology

Software Development

Financial Services

Healthcare

Manufacturing

Retail

Professional Services

Telecommunications

Education

Government

Energy

Transportation

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Software Development

Contract Management

Risk Management

Technology Operations

Commercial Operations

Information Security

Relevant Roles

Chief Technology Officer

Legal Counsel

IT Director

Software Licensing Manager

Procurement Manager

Contract Manager

Chief Information Officer

Software Development Manager

Legal Operations Manager

IT Procurement Specialist

Compliance Officer

Software Asset Manager

Commercial Director

Head of Legal

Technology Acquisition Manager

Industries
Dutch Civil Code (Burgerlijk Wetboek): Primary source of contract law in the Netherlands, governing formation, validity, and enforcement of contracts, including Books 3, 5, and 6 which are particularly relevant for commercial contracts
Dutch Copyright Act (Auteurswet): Governs intellectual property rights protection for software, including licensing rights and restrictions
EU General Data Protection Regulation (GDPR): Regulates data protection and privacy requirements that may apply to software usage and data processing
EU Consumer Rights Directive (implemented in Dutch law): Provides consumer protection rules that may apply if the software license is provided to consumers rather than businesses
Dutch Telecommunications Act (Telecommunicatiewet): Relevant if the software includes online components or electronic communication features
Computer Programs Directive 2009/24/EC: EU directive implemented in Dutch law that specifically deals with legal protection of computer programs
Dutch Competition Act (Mededingingswet): Ensures license terms do not violate competition law, particularly relevant for restrictions and exclusive arrangements
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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