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PLAYBOOK TEMPLATES
Software License Agreement
A Software License Agreement governs the use and distribution of software between a licensor and licensee. This playbook examines license grant terms, maintenance obligations, and compliance mechanisms for audit and enforcement.
Grant of Rights
Negotiation strategy
Ensure the license scope is explicitly defined, with clear exclusivity terms and a well-specified territory. Attach all relevant exhibits to prevent ambiguity.
Negotiate for a broad license scope that aligns with business objectives, ensuring permitted uses are comprehensive and field-of-use restrictions are minimal.
Essential elements
1
License Scope
Defines rights granted to Licensee.
2
Exclusivity Terms
Specifies exclusivity of the license.
3
Territory Definition
Geographical area of license use.
Action framework
ACCEPT
Propose edits if the license scope is unclear or if exclusivity terms do not align with business goals.
EDIT
Reject if the clause is overly restrictive or lacks necessary definitions.
ADD
Add language to clarify scope, territory, or permitted uses if missing.
PRO TIP
Always ensure that all exhibits are attached and accurately reflect the intended scope, territory, and uses.
Real-world examples
FAVORABLE
Preferred License Clause
"Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use the Licensed IP solely within the Territory and for the Permitted Uses as defined herein."
NEUTRAL
Standard License Clause
"Licensor grants Licensee a license to use the Licensed IP within the specified Territory and for the defined Permitted Uses."
UNFAVORABLE
Ambiguous License Clause
"Licensor grants Licensee rights to use the IP as agreed."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure the license scope is narrow to limit liability and potential misuse.
Global Expansion
For global expansion, negotiate broader territory definitions to cover new markets.
Joint Ventures
In joint ventures, ensure exclusivity terms are balanced to allow collaboration without overextension.
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WEEK 1
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WEEK 2
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WEEK 3
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WEEK 4
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