Software License Term Sheet

Software License Term Sheet Template for United States

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Key Requirements PROMPT example:

"I need a Software License Term Sheet for licensing our enterprise-level data analytics software to financial institutions in the US market, with specific provisions for data security compliance and source code protection."

Document background

The Software License Term Sheet is commonly used in the United States as a preliminary step in software licensing negotiations. It provides a structured framework for parties to agree on fundamental terms before investing in detailed legal documentation. This document typically includes license scope, fees, term, termination rights, and key obligations, serving as a roadmap for the final agreement. It's particularly useful in complex software licensing deals where parties need to align on commercial terms before proceeding with comprehensive legal documentation.

Suggested Sections

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

2. Background: Context of the software licensing arrangement and brief description of the software product

3. Definitions: Key terms used throughout the term sheet including Software, Documentation, Intellectual Property Rights, License Fees

4. License Grant: Scope and nature of the software license, including usage rights, restrictions, and territory

5. License Fees: Payment terms, fee structure, and payment schedule

6. Term and Termination: Duration of the license, renewal terms, and conditions for termination

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

8. Warranties and Limitations: Software warranties, disclaimer of warranties, and limitation of liability

Optional Sections

1. Source Code Escrow: Terms for source code protection and release conditions, relevant for mission-critical software

2. Professional Services: Terms for implementation, customization, or maintenance services if required

3. Data Processing Terms: Terms for handling personal data, compliance with privacy laws, and data protection measures

4. Export Control: Compliance requirements with US export control laws and regulations

5. Disaster Recovery: Requirements for backup, recovery, and business continuity measures

Suggested Schedules

1. Schedule A - Software Description: Detailed description of licensed software, features, and functionality

2. Schedule B - Service Level Agreement: Performance metrics, service levels, and support requirements

3. Schedule C - Fee Schedule: Detailed breakdown of licensing fees, payment terms, and pricing structure

4. Schedule D - Technical Requirements: Hardware, system, and infrastructure requirements for software operation

5. Schedule E - Maintenance and Support: Terms and conditions for ongoing maintenance and technical support services

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��ֱ�� | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Confidential Information

Effective Date
Intellectual Property Rights

Licensed Software

Territory

Clauses

Relevant Industries

Technology
Financial Services
Healthcare
Education
Manufacturing

Relevant Teams

Legal
Information Technology
Procurement
Finance
Compliance

Relevant Roles

Chief Technology Officer
Software Licensing Manager
Legal Counsel
Procurement Manager
IT Director

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Software License Term Sheet Template for United States

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