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Proprietary License Software
"I need a Proprietary License Software agreement for my enterprise software solution that will be licensed to banks in Singapore, with specific clauses for data security and integration with third-party financial systems, planned for deployment in March 2025."
1. Parties: Identification of licensor and licensee, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, brief description of the software, and purpose of the license arrangement
3. Definitions: Key terms used throughout the agreement including Software, Documentation, Intellectual Property Rights, License Fee, etc.
4. License Grant: Scope and nature of the software license, including permitted uses, territories, and user limitations
5. License Restrictions: Limitations on use, prohibited activities, and restrictions on modification, reverse engineering, and sublicensing
6. Intellectual Property Rights: Ownership and protection of IP, including any third-party components and derivative works
7. Payment Terms: License fees, payment schedule, taxes, and late payment consequences
8. Term and Termination: Duration of the agreement, renewal terms, termination rights, and post-termination obligations
1. Support and Maintenance: Terms for ongoing support services, updates, and maintenance obligations
2. Service Level Agreement: Performance standards, metrics, and remedies for enterprise software deployments
3. Data Protection: PDPA compliance provisions, data handling obligations, and security requirements
4. Export Control: Compliance with export control regulations and restrictions on international usage
1. Schedule 1 - Software Description: Detailed technical specifications, features, and functionality of the licensed software
2. Schedule 2 - License Fee Schedule: Detailed breakdown of license fees, payment milestones, and pricing terms
3. Schedule 3 - Support Service Levels: Detailed support terms, response times, and escalation procedures
4. Schedule 4 - Acceptable Use Policy: Detailed rules and guidelines for acceptable software usage and restrictions
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