License restrictions – clause library

Software licence agreements typically contain a ‘boilerplate’ clause prohibiting the licensee to copy or reverse engineer the licensed software, and making explicit that the scope of the licence is limited to what is expressly granted.

The licence restrictions clause should clarify that no ownership rights are established in the licensed software, and that the licensee must not grant access to unauthorised people.

Usually, a list of prohibited actions (that would imply copying, reproducing or worse, re-engineering of the source code). The prohibition could be as broad as a general prohibition on the licensee to copy the functionality of the software. To the extent that this relates to the licensed software, all such acts should not be the subject of negotiation.


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