This Perpetual Use License template is designed for situations where a permanent, non-revocable license is required for the use of software, intellectual property, or content under Irish law. It is particularly suitable for business-critical implementations where the licensee needs guaranteed long-term access to the licensed material. The document incorporates essential elements required by Irish contract law and EU regulations, including provisions for copyright protection, data privacy, and consumer rights where applicable. The agreement structure accommodates various types of licensed materials while providing robust protection for both licensor and licensee interests. It includes comprehensive terms for usage rights, restrictions, warranties, and limited termination rights, making it suitable for both business-to-business and business-to-consumer arrangements.
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1. Parties: Identification and details of the Licensor and Licensee
2. Background: Context of the agreement, description of the licensed material, and the parties' intentions
3. Definitions: Defined terms used throughout the agreement
4. Grant of License: Scope and nature of the perpetual license, including territory and permitted uses
5. License Fees: One-time payment terms and any ongoing maintenance fees if applicable
6. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
7. Restrictions on Use: Limitations on how the licensed material may be used
8. Warranties and Representations: Warranties regarding ownership, non-infringement, and performance
9. Limitation of Liability: Limits on liability and exclusions of certain types of damages
10. Termination: Limited circumstances under which the perpetual license may be terminated for breach
11. Confidentiality: Protection of confidential information exchanged between parties
12. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Support and Maintenance: Terms for ongoing technical support and updates - include if support services are offered
2. Data Protection: GDPR compliance terms - include if personal data processing is involved
3. Source Code Escrow: Terms for source code protection - include for software licenses where source code access may be needed
4. Audit Rights: Right to audit licensee's use - include for high-value licenses or where usage monitoring is important
5. Export Control: Export restriction terms - include if the licensed material is subject to export regulations
6. Sub-licensing Rights: Terms for allowing sub-licensing - include if licensee needs to grant rights to affiliates or third parties
7. Training and Implementation: Terms for initial setup and training - include for complex technical products
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 - Fee Schedule: Detailed breakdown of the license fee and any ongoing charges
4. Schedule 4 - Support Services: Detailed description of any support services and service levels
5. Schedule 5 - Authorized Users: List of authorized users or user categories if license is restricted
6. Appendix A - Acceptable Use Policy: Detailed policies regarding acceptable use of the licensed material
7. Appendix B - Security Requirements: Security standards and requirements for using the licensed material
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Software Development
Media and Entertainment
Healthcare
Financial Services
Education
Manufacturing
Professional Services
Telecommunications
Research and Development
Government and Public Sector
Retail
Relevant Teams
Legal
Procurement
Information Technology
Compliance
Risk Management
Operations
Commercial
Business Development
Technical Operations
Information Security
Relevant Roles
Legal Counsel
Procurement Manager
IT Director
Software Licensing Manager
Intellectual Property Manager
Contract Administrator
Chief Technology Officer
Chief Information Officer
Business Development Manager
Operations Director
Commercial Manager
Risk Manager
Compliance Officer
General Counsel
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