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.
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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
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
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
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