Enterprise Term License Agreement Generator for United States

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Key Requirements PROMPT example:

Enterprise Term License Agreement

"Need an Enterprise Term License Agreement for our company's deployment of cloud-based ERP software across 5,000 users in North America, with specific requirements for data privacy compliance and 24/7 support services, to be effective from March 2025."

Document background
The Enterprise Term License Agreement (ETLA) is designed for organizations requiring enterprise-wide software deployment under US jurisdiction. This agreement is particularly suitable when a business needs to license software across multiple departments or locations, requiring comprehensive terms for usage rights, maintenance, and support. The ETLA typically includes volume pricing advantages, flexible deployment options, and standardized terms that can be efficiently managed across the enterprise. It addresses complex requirements including compliance with federal and state regulations, data protection, and intellectual property rights.
Suggested Sections

1. Parties: Identification of contracting parties including full legal names and addresses

2. Background: Context of the agreement and business relationship

3. Definitions: Key terms used throughout the agreement

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

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

6. Payment Terms: Pricing, payment schedule, invoicing, and related financial conditions

7. IP Rights: Intellectual property ownership, protection, and infringement provisions

8. Warranties and Disclaimers: Software warranties, performance guarantees, and liability limitations

9. Confidentiality: Protection of confidential information and trade secrets

10. Compliance with Laws: Legal compliance requirements including export controls and data protection

Optional Sections

1. Professional Services: Terms for implementation, consulting, or other professional services beyond basic licensing

2. Source Code Escrow: Terms for source code protection, escrow arrangements, and release conditions

3. Data Processing: Specific terms for handling personal data and compliance with privacy laws

4. Disaster Recovery: Business continuity and disaster recovery requirements

5. Export Controls: Detailed export compliance requirements for international usage

Suggested Schedules

1. Schedule A - Licensed Software: Detailed list of licensed software products, components, and specifications

2. Schedule B - Service Level Agreement: Performance metrics, service levels, and remedies for non-compliance

3. Schedule C - Support Services: Technical support scope, maintenance services, and response times

4. Schedule D - Pricing: Detailed pricing structure, payment terms, and fee calculations

5. Schedule E - Data Processing Agreement: Detailed terms for data processing, security measures, 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
Industries

Copyright Act: 17 U.S.C. �� 101 et seq. - Fundamental legislation governing software protection, license rights, and copyright ownership in the US

Digital Millennium Copyright Act (DMCA): Federal law addressing technical protection measures and anti-circumvention provisions for digital content and software

Computer Fraud and Abuse Act: Federal legislation covering unauthorized access and system security measures for computer systems

Federal Trade Commission Act: Legislation governing consumer protection and unfair business practices in commerce

Export Administration Regulations (EAR): Federal regulations controlling software export and international usage restrictions

State Privacy Laws: Various state-specific privacy regulations including CCPA and CPRA, governing data protection and privacy rights

Industry-Specific Regulations: Sector-specific regulations including HIPAA (healthcare), GLBA (financial), and FERPA (education) that may affect software licensing

Uniform Commercial Code (UCC): Standardized state laws governing commercial transactions, including software licensing agreements

Uniform Electronic Transactions Act (UETA): State-adopted legislation providing legal framework for electronic transactions and digital signatures

Antitrust Laws: Federal and state regulations preventing anti-competitive practices in software licensing

Patent Laws: Federal legislation protecting inventions and technological innovations that may be incorporated in software

Trade Secret Laws: State and federal protections for confidential business information and proprietary technology

Data Breach Notification Laws: State-specific requirements for notification and response to data security incidents

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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