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1. Parties: Identifies and provides full legal details of the licensor and licensee
2. Background: Contextual information about the software and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Grant of License: Specifies the type, scope, and nature of the license being granted
5. License Restrictions: Details what the licensee cannot do with the software
6. License Fees: Outlines the payment terms, amounts, and payment schedule
7. Intellectual Property Rights: Confirms ownership of IP and protection of rights
8. Confidentiality: Provisions for protecting confidential information
9. Warranties and Representations: Statements about software functionality and performance guarantees
10. Limitation of Liability: Limits on the licensor's liability and disclaimer of warranties
11. Term and Termination: Duration of agreement and circumstances for termination
12. Post-Termination Obligations: Actions required after agreement ends
13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Source Code Escrow: Provisions for source code protection and access - used when source code access might be needed in specific circumstances
2. Service Level Agreement: Detailed performance metrics and service standards - used for hosted or maintained software
3. Data Protection and Privacy: Specific provisions for handling personal data - used when software processes personal information
4. Third-Party Software: Provisions regarding incorporated third-party components - used when software includes third-party elements
5. Training and Support: Terms for technical support and training services - used when ongoing support is provided
6. Customization Rights: Terms for software modification rights - used when licensee needs customization rights
7. Geographic Restrictions: Territorial limitations on usage - used for geographically restricted licenses
8. Audit Rights: Terms for auditing licensee's use of software - used for complex commercial licenses
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software
2. Schedule 2 - License Fees: Detailed breakdown of all fees, payment terms and schedules
3. Schedule 3 - Support Services: Details of support and maintenance services if provided
4. Schedule 4 - Service Levels: Performance metrics and service level commitments
5. Schedule 5 - Acceptable Use Policy: Detailed terms of acceptable software usage
6. Appendix A - Technical Requirements: Minimum system requirements and technical specifications
7. Appendix B - Implementation Plan: Timeline and milestones for software implementation
8. Appendix C - Security Requirements: Security standards and compliance requirements
Information Technology
Software Development
Financial Services
Healthcare
Education
Retail
Manufacturing
Professional Services
Government
Telecommunications
Media and Entertainment
E-commerce
Consulting
Legal
Information Technology
Procurement
Software Development
Information Security
Compliance
Commercial Operations
Risk Management
Vendor Management
Product Management
Chief Technology Officer
Legal Counsel
IT Director
Software Development Manager
Procurement Manager
Contracts Manager
Information Security Officer
Technology Consultant
Commercial Director
Licensing Manager
Software Asset Manager
Chief Information Officer
Legal Operations Manager
IT Procurement Specialist
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