Use License Agreement Template for United States

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Key Requirements PROMPT example:

Use License Agreement

"I need a Use License Agreement for my new software application that will be licensed to enterprise customers in the US and Canada, with specific clauses for data protection and quarterly payment terms starting March 2025."

Document background
A Use License Agreement serves as the primary legal framework for controlling and monetizing the use of proprietary assets in the United States. This document is essential when an organization wants to permit others to use their intellectual property while maintaining ownership and control. It addresses key aspects such as scope of use, payment terms, restrictions, and compliance with federal and state regulations. The agreement is particularly relevant in today's digital economy where software, content, and other intellectual property are frequently licensed rather than sold outright.
Suggested Sections

1. Parties: Identification of licensor and licensee, including legal entities and addresses

2. Background: Context of the agreement and brief description of the licensed material/product

3. Definitions: Key terms used throughout the agreement

4. Grant of License: Scope and nature of the license being granted

5. License Fees: Payment terms and fee structure

6. Term and Termination: Duration of license and conditions for termination

7. Use Restrictions: Limitations and prohibited uses of the licensed material

8. Intellectual Property Rights: Ownership and IP protection clauses

9. Governing Law: Applicable jurisdiction and dispute resolution

Optional Sections

1. Support and Maintenance: Terms for technical support and updates (include when software or technical products are being licensed)

2. Service Level Agreement: Performance standards and metrics (include for software or platform licenses with uptime requirements)

3. Data Protection: Privacy and data handling provisions (include when personal data processing is involved)

4. Territory Restrictions: Geographical limitations on use (include for territorially restricted licenses)

5. Sub-licensing Rights: Terms for allowing licensee to grant sub-licenses (include when sub-licensing is permitted)

Suggested Schedules

1. Schedule 1 - Licensed Materials: Detailed description of licensed products/materials

2. Schedule 2 - Fee Schedule: Detailed breakdown of license fees and payment terms

3. Schedule 3 - Technical Specifications: Technical details and requirements for software or technical products

4. Schedule 4 - Service Level Requirements: Detailed performance metrics and standards when SLA is included

5. Schedule 5 - Acceptable Use Policy: Detailed usage guidelines and restrictions

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

Industries

Copyright Act: Federal law (17 U.S.C.) governing copyright protection and enforcement for original works of authorship

Digital Millennium Copyright Act: Federal law addressing copyright issues in digital media and content protection measures

Federal Trade Commission Act: Federal legislation governing unfair or deceptive trade practices that may affect licensing terms

Computer Fraud and Abuse Act: Federal law concerning computer-related fraud and unauthorized access, relevant for software licensing

Uniform Commercial Code - Article 2A: Model code governing commercial leases and licensing transactions, adopted by most states

E-SIGN Act: Federal law ensuring legal validity of electronic signatures and records in commercial transactions

Uniform Electronic Transactions Act: State-level legislation enabling electronic contracts and signatures, adopted by most states

State Consumer Protection Laws: Various state-specific laws protecting consumer rights in commercial transactions including licensing

California Consumer Privacy Act: Comprehensive state privacy law affecting data collection and usage in California

COPPA: Children's Online Privacy Protection Act governing collection of data from children under 13

Contract Law Fundamentals: Basic principles including consideration, offer, acceptance, and capacity to contract

Patent Law: Federal laws governing protection of inventions and technological innovations

Trademark Law: Federal and state laws protecting brands, logos, and other distinctive marks

Trade Secret Law: Federal and state protections for confidential business information and proprietary knowledge

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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