Boilerplate Software Licence Agreement Template for United States

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Key Requirements PROMPT example:

Boilerplate Software Licence Agreement

"I need a Boilerplate Software License Agreement for our enterprise-level SaaS analytics platform that will be deployed to financial institutions in the United States, with specific provisions for data protection, SOC 2 compliance, and source code escrow arrangements to be effective from March 2025."

Document background
The Boilerplate Software License Agreement serves as a standardized legal framework for software licensing transactions in the United States market. This document is essential when a software provider wishes to grant users the right to use their software while maintaining ownership and controlling its distribution and use. It includes critical provisions required under U.S. federal and state laws, including copyright protection, warranties, liability limitations, and data privacy considerations. The agreement is designed to protect the intellectual property rights of the software provider while clearly defining the scope of permitted use for licensees. It can be customized for various deployment models (on-premise or SaaS) and different types of software products, making it a versatile template for both B2B and B2C software licensing transactions.
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: Detailed definitions of key terms used throughout the agreement

4. License Grant: Scope and nature of the license, including usage rights, restrictions, and territory

5. License Fees: Payment terms, fee structure, and payment schedule

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

7. Confidentiality: Obligations regarding confidential information and trade secrets

8. Warranties and Representations: Software performance warranties and disclaimers

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

10. Term and Termination: Duration of agreement, renewal terms, and termination conditions

11. Post-Termination Obligations: Actions required after agreement termination

12. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Service Level Agreement: For SaaS applications, defining performance metrics and service standards

2. Data Protection: Required when software processes personal data or when compliance with privacy laws is needed

3. Source Code Escrow: For enterprise software where source code access might be needed in specific circumstances

4. Professional Services: When implementation, training, or customization services are included

5. Export Control: Required when software may be subject to export restrictions

6. Third-Party Components: When software includes third-party libraries or components

7. Audit Rights: For situations requiring verification of license compliance

8. Geographic Restrictions: When software use is limited to specific territories or jurisdictions

Suggested Schedules

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

2. Schedule B - License Fees: Detailed pricing structure, payment terms, and any volume discounts

3. Schedule C - Support Services: Description of support and maintenance services, including SLAs if applicable

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

5. Schedule E - Security Requirements: Security standards and requirements for software usage

6. Appendix 1 - Technical Requirements: Minimum system requirements and technical specifications

7. Appendix 2 - Service Level Metrics: Detailed performance metrics and measurement methods for SaaS

8. Appendix 3 - Data Processing Terms: Specific terms related to data processing and privacy compliance

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Software Development

Information Technology

Healthcare

Financial Services

Manufacturing

Retail

Education

Professional Services

Telecommunications

E-commerce

Gaming and Entertainment

Research and Development

Relevant Teams

Legal

Information Technology

Procurement

Sales

Software Development

Compliance

Information Security

Product Management

Operations

Business Development

Risk Management

Relevant Roles

General Counsel

Legal Counsel

Software Licensing Manager

Contract Manager

Chief Technology Officer

IT Director

Software Development Manager

Procurement Manager

Chief Information Officer

Compliance Officer

Legal Operations Manager

Sales Director

Business Development Manager

Product Manager

Information Security Officer

Industries
Copyright Act of 1976: Federal law governing copyright protection for software as intellectual property, including rights of reproduction, distribution, and creation of derivative works
Digital Millennium Copyright Act (DMCA): Addresses copyright issues specific to digital content, including anti-circumvention provisions and limitations on liability for online service providers
Uniform Commercial Code (UCC): State-adopted uniform law governing commercial transactions, particularly Article 2 regarding sales of goods and warranties
Export Administration Regulations (EAR): Federal regulations controlling the export of commercial and dual-use software and technology
Federal Trade Commission Act: Federal law governing unfair or deceptive trade practices, affecting how software capabilities and limitations must be disclosed
State Contract Laws: Various state-specific contract formation and enforcement laws that affect the validity and interpretation of license agreements
Magnuson-Moss Warranty Act: Federal law governing consumer product warranties, which may apply to software sold to consumers
Computer Fraud and Abuse Act: Federal law addressing unauthorized access to computers and networks, relevant for terms restricting software use and access
State Data Protection Laws: Various state laws governing data privacy and security requirements, such as the California Consumer Privacy Act (CCPA)
Federal Privacy Laws: Various federal privacy regulations that may affect software functionality and data handling, including HIPAA for healthcare-related 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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