The Limited Use License Agreement is essential in scenarios where controlled access to proprietary content, software, or intellectual property is required. This document, governed by German law, establishes a clear framework for licensing while maintaining strict control over usage rights. It's particularly relevant when the licensor wishes to maintain significant control over how their intellectual property is used, including restrictions on modification, redistribution, or commercial exploitation. The agreement includes specific provisions required under German law, such as those prescribed by the BGB and German intellectual property legislation, while addressing key aspects such as scope of use, technical requirements, liability limitations, and termination conditions. It's commonly used in software licensing, content distribution, and technology transfer scenarios where the licensor wants to grant specific, limited rights while retaining overall control of their intellectual property.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the licensed material/software
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Grant of License: Scope and nature of the license being granted, including any territorial restrictions
5. License Restrictions: Specific limitations on use, prohibited activities, and usage boundaries
6. Term and Termination: Duration of the license and circumstances under which it can be terminated
7. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
8. Confidentiality: Obligations regarding confidential information
9. Warranties and Representations: Warranties provided by each party and limitations thereof
10. Liability and Indemnification: Limitation of liability and indemnification obligations
11. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
1. License Fees: Terms of payment and fee structure - required if the license is not free
2. Support and Maintenance: Details of technical support and maintenance services - include if ongoing support is offered
3. Audit Rights: Rights to audit licensee's use of the licensed material - relevant for complex commercial licenses
4. Data Protection: GDPR compliance provisions - required if personal data processing is involved
5. Export Control: Export restrictions and compliance - necessary for international use or restricted technologies
6. Source Code Escrow: Terms for source code escrow arrangements - relevant for software licenses with critical business dependencies
7. Training and Implementation: Terms regarding training and implementation services - include if such services are part of the agreement
1. Schedule 1 - Licensed Material: Detailed description of the licensed material/software, including version numbers and specifications
2. Schedule 2 - Technical Requirements: Technical specifications and system requirements for using the licensed material
3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees and payment terms if applicable
4. Schedule 4 - Service Level Agreement: Details of service levels and support if maintenance is included
5. Schedule 5 - Acceptable Use Policy: Detailed rules and guidelines for acceptable use of the licensed material
6. Appendix A - Contact Information: Contact details for key personnel and support contacts
7. Appendix B - Change Control Procedure: Process for requesting and implementing changes to the licensed material or agreement terms
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Software Development
Manufacturing
Healthcare
Education
Financial Services
Research & Development
Professional Services
Telecommunications
Media & Entertainment
Retail
Automotive
Pharmaceuticals
Biotechnology
Relevant Teams
Legal
Intellectual Property
Procurement
Information Technology
Research & Development
Product Development
Compliance
Business Development
Contract Administration
Risk Management
Relevant Roles
Legal Counsel
Intellectual Property Attorney
Licensing Manager
Contract Manager
Business Development Manager
Software Development Manager
Chief Technology Officer
Chief Legal Officer
Procurement Manager
IT Director
Compliance Officer
Product Manager
Innovation Director
Research Director
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