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Third Party Software License Agreement

Third Party Software License Agreement Template for United States

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Key Requirements PROMPT example:

Third Party Software License Agreement

"I need a Third Party Software License Agreement for my healthcare technology company that will license patient management software to hospitals across multiple US states, with specific emphasis on HIPAA compliance and data security requirements."

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Document background
The Third Party Software License Agreement is essential for organizations seeking to legally acquire and use software developed by external providers. This document is particularly relevant in the United States market where software licensing is governed by federal copyright laws, state contract laws, and various regulatory requirements. The agreement should be used whenever a company plans to implement third-party software solutions in their operations, whether for internal use or customer-facing applications. It includes critical provisions for intellectual property protection, usage rights, liability limitations, and compliance with US regulations such as data privacy laws and export controls. The document typically covers aspects such as installation, maintenance, support services, and fee structures, while also addressing modern considerations like cloud deployment and data protection requirements.
Suggested Sections

1. Parties: Identification of the licensor and licensee, including full legal names and addresses

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

3. Definitions: Detailed definitions of key terms used throughout the agreement, including Software, Documentation, Intellectual Property Rights, etc.

4. License Grant: Scope of the license, including type (non-exclusive, exclusive), territory, and permitted uses

5. License Restrictions: Specific prohibitions and limitations on use of the software

6. Delivery and Installation: Terms regarding software delivery, installation requirements, and acceptance criteria

7. Fees and Payment: License fees, payment terms, and any recurring charges

8. Intellectual Property Rights: Ownership of IP rights, protection measures, and handling of infringement claims

9. Confidentiality: Protection of confidential information exchanged during the license relationship

10. Warranties and Disclaimers: Software performance warranties and standard disclaimers

11. Support and Maintenance: Terms for technical support, updates, and maintenance services

12. Term and Termination: Duration of the agreement, renewal terms, and termination rights

13. Liability and Indemnification: Limitations of liability and indemnification obligations

14. General Provisions: Standard legal provisions including governing law, dispute resolution, and assignment rights

Optional Sections

1. Data Protection: Required when software processes personal data or when compliance with specific privacy laws is necessary

2. Export Controls: Needed when software may be subject to export control regulations

3. Source Code Escrow: Include when source code escrow arrangements are part of the agreement

4. Service Level Agreement: Required for software provided as a service or with specific performance requirements

5. Audit Rights: Include when licensor requires rights to audit licensee's use of the software

6. Security Requirements: Needed for software handling sensitive data or requiring specific security measures

7. Third Party Components: Required when software includes third-party components or open source software

8. Professional Services: Include when additional implementation or customization services are provided

9. Territory Restrictions: Needed when license has specific geographical limitations or requirements

Suggested Schedules

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

2. Schedule B - License Fees: Detailed breakdown of license fees, payment schedules, and pricing terms

3. Schedule C - Support Services: Detailed description of support and maintenance services, including service levels

4. Schedule D - Technical Requirements: Hardware, software, and network requirements for operating the software

5. Schedule E - Accepted Use Policy: Detailed rules and guidelines for acceptable use of the software

6. Appendix 1 - Documentation: User manuals, technical documentation, and other supporting materials

7. Appendix 2 - Security Standards: Specific security standards and requirements for software use

8. Appendix 3 - Data Processing Terms: Detailed terms for handling and processing of data, if applicable

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acceptance
Acceptance Tests
Affiliate
Authorized Users
Business Day
Commencement Date
Confidential Information
Configuration
Custom Development
Documentation
Effective Date
End User
Error
Fees
Force Majeure Event
Hardware Requirements
Intellectual Property Rights
License Key
License Term
Licensed Software
Maintenance Release
Major Release
Minor Release
Open Source Software
Permitted Purpose
Personal Data
Professional Services
Security Requirements
Service Level Agreement
Software
Software Updates
Source Code
Specification
Support Hours
Support Services
System Requirements
Term
Territory
Third Party Components
Third Party Software
User Documentation
Virus
Work Product
Clauses
License Grant
License Restrictions
Intellectual Property
Payment
Delivery
Installation
Acceptance Testing
Support and Maintenance
Service Levels
Software Updates
Documentation
Warranties
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Security
Audit Rights
Term and Termination
Assignment
Force Majeure
Dispute Resolution
Governing Law
Export Control
Source Code Escrow
Third Party Rights
Insurance
Compliance
Non-Solicitation
Notices
Entire Agreement
Severability
Waiver
Amendment
Counterparts
Survival
Relevant Industries

Technology

Software Development

Financial Services

Healthcare

Manufacturing

Retail

Professional Services

Education

Telecommunications

E-commerce

Government

Media and Entertainment

Consulting

Insurance

Logistics

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Information Security

Risk Management

Vendor Management

Software Asset Management

Contract Administration

Technology Operations

Digital Infrastructure

Enterprise Architecture

Relevant Roles

Chief Technology Officer

IT Director

Legal Counsel

Procurement Manager

Software License Manager

Compliance Officer

Information Security Manager

Contract Administrator

Technology Risk Manager

Software Asset Manager

Chief Information Officer

Legal Operations Manager

Vendor Relations Manager

IT Procurement Specialist

Digital Rights Manager

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 safe harbor protections
Uniform Commercial Code (UCC): State-adopted uniform law governing commercial transactions, including software licensing as it relates to goods
Federal Export Administration Regulations (EAR): Regulations controlling the export and transfer of software and technology to foreign countries
Computer Fraud and Abuse Act: Federal law addressing unauthorized access and misuse of computer systems, relevant for security provisions in software licensing
State Contract Laws: State-specific contract formation and enforcement laws that govern the creation and interpretation of license agreements
Uniform Electronic Transactions Act (UETA): State law governing electronic signatures and records in commercial transactions, including software licensing
California Consumer Privacy Act (CCPA): State law affecting software that collects or processes personal information of California residents
General Data Protection Regulation (GDPR) Compliance: While not US legislation, must be considered if the software may be used by EU residents or process EU personal data
Americans with Disabilities Act (ADA): Federal law requiring accessibility considerations in software design and licensing, particularly for public-facing applications
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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