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This Perpetual Software License Agreement template is designed for use under Irish law when a software provider wishes to grant a permanent, non-revocable license to use their software, subject to specific terms and conditions. The document is particularly relevant for business-to-business software licensing transactions in Ireland, though it can be adapted for consumer use with appropriate modifications to ensure compliance with consumer protection laws. The agreement includes comprehensive provisions covering license grant, usage restrictions, intellectual property rights, warranties, and liability limitations, all drafted in accordance with Irish legislation and relevant EU regulations. It addresses modern software licensing challenges including data protection requirements under GDPR, electronic commerce regulations, and evolving technology standards. The template can be customized based on the specific software product, intended use, and commercial terms while maintaining compliance with Irish legal requirements.

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

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

3. Definitions: Definitions of key terms used throughout the agreement including 'Software', 'Documentation', 'Intellectual Property Rights', 'License Fee'

4. License Grant: Core terms of the perpetual license, including scope, permitted uses, and any territorial restrictions

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

6. Intellectual Property Rights: Confirmation of ownership of IP rights and protection of licensor's interests

7. License Fees: Payment terms for the initial license fee and any ongoing maintenance fees

8. Licensee Obligations: Key responsibilities of the licensee including security, backup, and acceptable use

9. Warranties and Representations: Warranties regarding software performance, IP rights, and compliance with laws

10. Limitation of Liability: Limitations and exclusions of liability compliant with Irish law

11. Term and Termination: Duration of perpetual license and circumstances for termination

12. Confidentiality: Protection of confidential information exchanged between parties

13. General Provisions: Standard legal clauses including governing law, jurisdiction, entire agreement, and assignment