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Perpetual Use License
"I need a Perpetual Use License agreement under Austrian law for enterprise software to be licensed to multiple corporate entities within our group, including source code escrow provisions and GDPR compliance requirements, with implementation to begin March 2025."
1. Parties: Identification of licensor and licensee with full legal details
2. Background: Context of the agreement and description of the licensed material
3. Definitions: Key terms used throughout the agreement including 'Licensed Material', 'Intellectual Property Rights', 'Territory', etc.
4. Grant of License: Scope of the perpetual license, including usage rights and any restrictions
5. License Fee: One-time payment terms and conditions for the perpetual license
6. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
7. Licensee Obligations: Core obligations including permitted use, security measures, and compliance requirements
8. Technical Support and Updates: Terms regarding ongoing support and access to updates (if any)
9. Warranties and Representations: Standard warranties regarding ownership, non-infringement, and performance
10. Limitation of Liability: Limitations and exclusions of liability under Austrian law
11. Termination: Grounds for termination despite perpetual nature (e.g., material breach)
12. Effects of Termination: Consequences of termination and surviving provisions
13. Governing Law and Jurisdiction: Confirmation of Austrian law and jurisdiction
14. General Provisions: Standard boilerplate including severability, entire agreement, and amendments
1. Data Protection: Required if the licensed material involves processing of personal data under GDPR
2. Source Code Escrow: Optional for software licenses where source code access might be needed
3. Export Control: Required if the licensed material is subject to export control regulations
4. Maintenance Services: Optional section for defining any ongoing maintenance services
5. Third Party Rights: Required if the licensed material incorporates third-party components
6. Insurance: Optional requirements for insurance coverage
7. Assignment and Sublicensing: Optional if specific transfer rights need to be addressed
8. Audit Rights: Optional rights for licensor to audit licensee's use of the licensed material
1. Schedule 1 - Licensed Material: Detailed description of the licensed material, including version numbers and specifications
2. Schedule 2 - Technical Requirements: Technical specifications and requirements for using the licensed material
3. Schedule 3 - License Fee: Detailed breakdown of the license fee and payment terms
4. Schedule 4 - Support and Maintenance: Details of any support and maintenance services if provided
5. Appendix A - Authorized Users: If applicable, definition and list of authorized users or user categories
6. Appendix B - Territory: Detailed description of the geographic territory where the license can be used
Authors
Software & Technology
Digital Media & Entertainment
Manufacturing
Healthcare & Life Sciences
Financial Services
Telecommunications
Education
Professional Services
Gaming & Interactive Entertainment
Research & Development
Legal
Procurement
Information Technology
Intellectual Property
Compliance
Commercial
Software Development
Product Management
Business Development
Risk Management
Legal Counsel
Contracts Manager
Intellectual Property Manager
Software Licensing Manager
Chief Technology Officer
Chief Legal Officer
Procurement Manager
Commercial Director
IP Rights Administrator
Technology Transfer Officer
General Counsel
Business Development Manager
Software Asset Manager
Compliance Officer
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