Limited License Software Generator for United States

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Key Requirements PROMPT example:

Limited License Software

"I need a Limited License Software agreement for our new AI analytics platform that we'll be licensing to enterprise customers starting January 2025, with specific provisions for data protection and usage restrictions in the healthcare sector."

Document background
The Limited License Software agreement is essential when a software provider wants to grant specific, limited rights to use their software while maintaining ownership and control. This document is commonly used in the United States and includes critical elements such as usage restrictions, IP protection, liability limitations, and compliance requirements. It's particularly important for protecting proprietary software and ensuring proper usage across various business contexts. The agreement addresses both federal and state legal requirements while providing flexibility for different deployment scenarios.
Suggested Sections

1. Parties: Identification of licensor and licensee, including legal entity details

2. Background: Context of the agreement and brief description of the software

3. Definitions: Key terms used throughout the agreement

4. License Grant: Scope, duration, and limitations of the software license

5. License Restrictions: Specific prohibitions and limitations on use

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

7. Term and Termination: Duration and conditions for ending the license

8. Warranty Disclaimers: Limitations on warranties provided

9. Limitation of Liability: Caps and exclusions on liability

Optional Sections

1. Data Protection: Privacy and data handling requirements when personal data is processed

2. Export Controls: Compliance with export regulations when software may be used internationally

3. Support and Maintenance: Terms for ongoing support services when such services are offered

4. Audit Rights: Right to verify compliance, typically used for enterprise licenses

Suggested Schedules

1. Software Description: Technical specifications and features of the software

2. License Fees: Pricing and payment terms if applicable

3. Service Level Agreement: Performance metrics and service standards

4. Acceptable Use Policy: Detailed rules for software usage

5. Data Processing Agreement: Detailed terms for handling personal data

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: Primary federal law (17 U.S.C.) governing software protection and intellectual property rights in the United States

Digital Millennium Copyright Act (DMCA): Federal law addressing digital copyright issues and anti-circumvention provisions

Computer Fraud and Abuse Act (CFAA): Federal legislation addressing computer-related fraud and unauthorized access

Federal Trade Commission Act: Federal law governing consumer protection and unfair business practices

Electronic Communications Privacy Act: Federal law protecting electronic communications and data privacy

Uniform Electronic Transactions Act (UETA): State-adopted uniform law governing electronic transactions and signatures

Uniform Computer Information Transactions Act (UCITA): State law adopted in Virginia and Maryland specifically governing software licenses and transactions

State Consumer Protection Laws: Various state-specific laws protecting consumer rights in software transactions

State Data Privacy Laws: State-specific regulations governing data privacy, such as CCPA in California

Export Administration Regulations (EAR): Federal regulations controlling the export of commercial and dual-use software

International Traffic in Arms Regulations (ITAR): Federal regulations controlling export of defense-related software and technology

HIPAA: Healthcare privacy regulations affecting software handling medical information

GLBA: Financial services regulations affecting software handling financial data

FERPA: Education privacy regulations affecting software handling student data

Uniform Commercial Code (UCC): State-adopted uniform commercial laws governing business transactions

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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