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Proprietary License Software

Proprietary License Software Generator for Singapore

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Key Requirements PROMPT example:

Proprietary License Software

"I need a Proprietary License Software agreement for my enterprise software solution that will be licensed to banks in Singapore, with specific clauses for data security and integration with third-party financial systems, planned for deployment in March 2025."

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Document background
A Proprietary License Software agreement is essential when companies wish to license their software while maintaining full ownership and control. This document, governed by Singapore law, is particularly relevant in Asia-Pacific technology transactions, providing comprehensive protection for intellectual property rights while ensuring compliance with Singapore's advanced digital economy regulations. It includes critical elements such as usage scope, territorial restrictions, modification rights, and termination provisions, making it suitable for both domestic and international software licensing arrangements.
Suggested Sections

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

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

3. Definitions: Key terms used throughout the agreement including Software, Documentation, Intellectual Property Rights, License Fee, etc.

4. License Grant: Scope and nature of the software license, including permitted uses, territories, and user limitations

5. License Restrictions: Limitations on use, prohibited activities, and restrictions on modification, reverse engineering, and sublicensing

6. Intellectual Property Rights: Ownership and protection of IP, including any third-party components and derivative works

7. Payment Terms: License fees, payment schedule, taxes, and late payment consequences

8. Term and Termination: Duration of the agreement, renewal terms, termination rights, and post-termination obligations

Optional Sections

1. Support and Maintenance: Terms for ongoing support services, updates, and maintenance obligations

2. Service Level Agreement: Performance standards, metrics, and remedies for enterprise software deployments

3. Data Protection: PDPA compliance provisions, data handling obligations, and security requirements

4. Export Control: Compliance with export control regulations and restrictions on international usage

Suggested Schedules

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

2. Schedule 2 - License Fee Schedule: Detailed breakdown of license fees, payment milestones, and pricing terms

3. Schedule 3 - Support Service Levels: Detailed support terms, response times, and escalation procedures

4. Schedule 4 - Acceptable Use Policy: Detailed rules and guidelines for acceptable software usage and restrictions

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

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alex.den.21@genieai.co
Clauses
License Grant
License Restrictions
Intellectual Property Rights
Fees and Payment
Term and Termination
Warranties
Limitation of Liability
Confidentiality
Data Protection
Support and Maintenance
Service Levels
Audit Rights
Export Controls
Assignment
Force Majeure
Governing Law
Dispute Resolution
Indemnification
Modifications and Updates
Installation and Implementation
Security Requirements
Acceptance Testing
Documentation
Training
Third Party Software
Escrow
Notice
Entire Agreement
Severability
Survival
Industries

Copyright Act 2021: Primary legislation governing copyright protection in Singapore, particularly relevant for software and code protection

Computer Misuse Act 1993: Legislation addressing cybersecurity and unauthorized access to computer systems, relevant for software security provisions

Personal Data Protection Act 2012: Regulates collection, use, and disclosure of personal data, crucial for software handling user data

Electronic Transactions Act 2010: Provides legal framework for electronic transactions and digital signatures

Singapore Common Law Contract Principles: Fundamental contract law principles governing formation, terms, and enforcement of contracts in Singapore

Unfair Contract Terms Act: Regulates and restricts the use of unfair terms in contracts, particularly relevant for software licensing terms

Trade Secrets Protection: Legal principles protecting confidential business information and proprietary software components

Patent Rights: Protection of novel technical inventions in software, if applicable

Cross-border Data Transfer Regulations: Rules governing the transfer of data across international boundaries under PDPA

Consumer Protection (Fair Trading) Act: Protects consumers against unfair practices, relevant if software is licensed to consumers

Competition Law: Ensures compliance with competition regulations, particularly for licensing restrictions and market practices

Export Control Regulations: Regulations governing the export of software and technology across borders

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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