Proprietary Software License Agreement Template for Singapore

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Key Requirements PROMPT example:

Proprietary Software License Agreement

"I need a Proprietary Software License Agreement under Singapore law for my enterprise-grade data analytics software, with specific provisions for source code escrow and strict data protection requirements as we'll be handling sensitive financial data."

Document background
The Proprietary Software License Agreement is essential for software companies and developers operating in Singapore who wish to license their software while maintaining ownership rights. This document is particularly relevant given Singapore's position as a tech hub and its comprehensive legal framework for intellectual property protection. The agreement should be used when granting limited rights to use proprietary software while ensuring compliance with Singapore's Copyright Act, PDPA, and related regulations. It typically includes detailed terms about usage rights, restrictions, maintenance, support, and termination conditions.
Suggested Sections

1. Parties: Identification of licensor and licensee with full legal details

2. Background: Context of the agreement and ownership of the software

3. Definitions: Key terms used throughout the agreement

4. License Grant: Scope and nature of the software license

5. License Restrictions: Limitations on use and prohibited activities

6. Intellectual Property Rights: Ownership and protection of IP rights

7. Payment Terms: License fees, payment schedule, and related terms

8. Term and Termination: Duration and termination conditions

Optional Sections

1. Maintenance and Support: Terms for ongoing technical support services - include when ongoing technical support is part of the agreement

2. Service Level Agreement: Performance standards and metrics - include for enterprise software with uptime requirements

3. Data Protection: PDPA compliance measures - include when personal data is processed

4. Source Code Escrow: Terms for source code access and protection - include for business-critical software

Suggested Schedules

1. Schedule 1: Software Description: Detailed description of licensed software and components

2. Schedule 2: License Fees: Detailed pricing structure and payment terms

3. Schedule 3: Technical Specifications: Technical requirements and specifications

4. Schedule 4: Support Services: Details of maintenance and support services

5. Appendix A: Acceptable Use Policy: Rules and guidelines for software usage

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

Clauses
Industries

Copyright Act (Cap. 63): Primary legislation governing software protection as literary works, including rights of copyright owners, duration of protection, and infringement provisions

Patents Act (Cap. 221): Legislation covering software-related patents, patent protection considerations, and licensing rights

Personal Data Protection Act 2012 (PDPA): Regulates data collection, usage, disclosure, cross-border data transfer requirements, and data security obligations

Computer Misuse Act: Addresses unauthorized access and modification of computer material, security measures, and cybersecurity considerations

Contract Law: Common law principles and Application of English Law Act governing contract formation, terms and conditions, consideration, and termination provisions

Competition Act (Cap. 50B): Regulates anti-competitive provisions, market restrictions, and ensures fair licensing terms

Consumer Protection (Fair Trading) Act: Applicable for consumer software licensing, covering fair trading provisions and unfair practices

Electronic Transactions Act: Governs electronic contracts and digital signatures in software licensing agreements

Industry-Specific Regulations: Specific regulations applicable to different sectors such as banking, healthcare, and government contracts

International Considerations: Cross-border licensing requirements, international intellectual property rights, and jurisdiction considerations

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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