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1. Parties: Identifies and defines the Licensor and Licensee, including full legal names and addresses
2. Background: Establishes context for the license, including the nature of the licensed material and general purpose
3. Definitions: Defines key terms used throughout the agreement for clarity and precision
4. Grant of License: Specifies the exact rights being granted, including scope, duration, and territory
5. License Conditions: Details the conditions under which the license is granted and must be maintained
6. Restrictions: Explicitly states what the Licensee cannot do with the licensed material
7. Intellectual Property Rights: Confirms ownership of IP and rights retained by the Licensor
8. Term and Termination: Specifies duration of the license and circumstances for termination
9. Warranties and Disclaimers: States what is and isn't guaranteed regarding the licensed material
10. Liability and Indemnification: Addresses limitation of liability and indemnification obligations
11. General Provisions: Includes standard clauses like governing law, notices, and assignment
1. Commercial Terms: Include when the license involves fees or commercial use - details payment terms and commercial conditions
2. Technical Requirements: Include when the licensed material has specific technical implementation requirements
3. Support and Maintenance: Include when ongoing support or updates are part of the license arrangement
4. Data Protection: Include when personal data processing is involved in the license usage
5. Attribution Requirements: Include when specific attribution or crediting is required for use
6. Audit Rights: Include for licenses where usage monitoring and verification is important
7. Geographic Restrictions: Include when the license has specific territorial limitations or requirements
8. Sub-licensing Rights: Include when sub-licensing is permitted and needs to be regulated
1. Schedule 1 - Licensed Material: Detailed description of the material being licensed, including versions and formats
2. Schedule 2 - Technical Specifications: Technical details and requirements for implementation or use
3. Schedule 3 - Fee Schedule: Detailed breakdown of any applicable fees and payment terms
4. Schedule 4 - Acceptable Use Policy: Detailed guidelines for acceptable use of the licensed material
5. Appendix A - Contact Information: Contact details for key personnel and official notices
6. Appendix B - Change Request Process: Procedures for requesting and implementing changes to the license terms
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