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Master Use License Agreement
"I need a Master Use License Agreement for licensing our educational software platform to universities in Australia, with specific provisions for student data protection and the ability to create derivative works for academic research, starting from March 2025."
1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, including brief description of the licensed material and purpose
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Specific rights being granted, including scope, territory, and exclusivity
5. License Fee and Payment Terms: Details of licensing fees, payment schedule, and payment methods
6. Term and Termination: Duration of the agreement and circumstances for termination
7. Licensor's Obligations: Responsibilities of the licensor including delivery and maintenance of licensed material
8. Licensee's Obligations: Requirements and restrictions on licensee's use of licensed material
9. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
10. Warranties and Representations: Guarantees provided by both parties regarding rights and capabilities
11. Indemnification: Obligations to protect against third-party claims and damages
12. Confidentiality: Protection of confidential information exchanged during the agreement
13. General Provisions: Standard legal clauses including governing law, notices, and assignment
1. Quality Control: Standards for maintaining quality in use of licensed material, particularly relevant for branded content
2. Sub-licensing Rights: Terms for allowing licensee to grant sub-licenses, if permitted
3. Source Code Escrow: For software licenses, provisions for source code protection and access
4. Data Protection: Specific provisions for handling personal or sensitive data, if relevant
5. Territory Restrictions: Detailed geographical limitations on license use
6. Minimum Performance Requirements: Specific targets or minimum usage requirements for maintaining license
7. Audit Rights: Rights and procedures for auditing licensee's use of licensed material
8. Change Control: Procedures for managing changes to licensed material or terms
9. Force Majeure: Provisions for handling events beyond parties' control
1. Schedule 1 - Licensed Material: Detailed description and specifications of all licensed content or materials
2. Schedule 2 - License Fees: Detailed breakdown of all fees, royalties, and payment structures
3. Schedule 3 - Technical Requirements: Technical specifications and requirements for using licensed material
4. Schedule 4 - Service Levels: Performance standards and support requirements if applicable
5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Schedule 6 - Territory Specifications: Detailed description of authorized territories and any special conditions
7. Appendix A - Usage Guidelines: Specific guidelines for how licensed material may be used
8. Appendix B - Reporting Requirements: Templates and requirements for usage reporting
Authors
Technology
Media and Entertainment
Software Development
Digital Content
Publishing
Gaming
Telecommunications
Manufacturing
Research and Development
Education
Healthcare Technology
Financial Technology
Legal
Intellectual Property
Commercial
Business Development
Licensing
Compliance
Product Development
Operations
Technology
Content Management
Risk Management
Legal Counsel
Intellectual Property Manager
Licensing Manager
Commercial Director
Business Development Manager
Contract Administrator
Chief Technology Officer
Content Manager
Rights Management Officer
Compliance Officer
Product Manager
Operations Director
Chief Legal Officer
Technology Licensing Specialist
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