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Perpetual License Agreement Template for Denmark

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Perpetual License Agreement

Document background
This Perpetual License Agreement template is designed for use under Danish jurisdiction when a permanent, ongoing license for software, technology, or intellectual property is required. It's particularly relevant for business-to-business transactions where the licensee needs long-term, assured access to the licensed product. The agreement combines Danish legal requirements with EU regulatory compliance, particularly in areas of intellectual property protection, data privacy, and consumer rights. The document includes essential provisions for perpetual use rights, maintenance terms, technical support, and termination conditions, while addressing specific Danish legal considerations such as those found in the Danish Contracts Act (Aftaleloven) and Copyright Act (Ophavsretsloven). It's structured to protect both licensor and licensee interests while ensuring legal enforceability under Danish law.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement and brief description of the licensed product/software

3. Definitions: Detailed definitions of terms used throughout the agreement

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

5. License Fee: Payment terms, including initial license fee and any ongoing maintenance fees

6. Intellectual Property Rights: Ownership of IP and protection of licensor's rights

7. Licensee Obligations: Key responsibilities and restrictions on the licensee's use of the licensed product

8. Technical Support and Maintenance: Terms of ongoing support and maintenance services

9. Warranties and Representations: Warranties regarding the licensed product and disclaimer of warranties

10. Limitation of Liability: Limitations on liability and exclusions of damages

11. Confidentiality: Protection of confidential information exchanged between parties

12. Term and Termination: Duration of agreement and circumstances allowing termination despite perpetual nature

13. Effects of Termination: Consequences of agreement termination and surviving provisions

14. Force Majeure: Circumstances excusing performance of obligations

15. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law

16. Signature Page: Execution blocks for all parties

Optional Sections

1. Data Protection: Required if personal data processing is involved, ensuring GDPR compliance

2. Source Code Escrow: Optional protection for licensee through source code escrow arrangements

3. Training Services: Terms for initial or ongoing training provided by licensor

4. Implementation Services: Terms for installation and implementation if provided by licensor

5. Export Control: Required if the licensed product is subject to export control regulations

6. Audit Rights: Licensor's rights to audit licensee's use of the licensed product

7. Insurance: Insurance requirements for either party

8. Service Level Agreement: Detailed service levels for support and maintenance if applicable

Suggested Schedules

1. Schedule 1 - Licensed Product Specification: Detailed technical specifications of the licensed product

2. Schedule 2 - License Fees: Detailed breakdown of all applicable fees and payment terms

3. Schedule 3 - Support and Maintenance Services: Detailed description of support and maintenance services

4. Schedule 4 - Service Level Agreement: Specific service levels and performance metrics

5. Schedule 5 - Approved Sub-licensees: List of approved sub-licensees if applicable

6. Schedule 6 - Technical Requirements: Minimum technical requirements for using the licensed product

7. Appendix A - Data Processing Agreement: GDPR-compliant data processing terms if applicable

8. Appendix B - Security Requirements: Security standards and requirements for the licensed product

Authors

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Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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