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This document template is designed for commercial software licensing transactions under German law. The Software License Commercial Use agreement is essential when a software provider wants to grant commercial usage rights to business entities while maintaining ownership of the intellectual property. It incorporates specific requirements of German contract law, copyright law (Urheberrechtsgesetz), and data protection regulations (GDPR). The agreement is particularly suitable for enterprise software deployments, covering aspects from installation and usage rights to maintenance and support services. It includes provisions for liability limitations as permitted under German law, warranty terms aligned with German commercial practices, and specific clauses addressing software performance, updates, and user management. This template should be used when establishing a formal licensing relationship between software providers and commercial users in the German market or when German law is chosen as the governing law for international transactions.

1. Parties: Identification of licensor and licensee with full legal names and addresses

2. Background: Context of the agreement, brief description of the software, and purpose of the license

3. Definitions: Key terms used throughout the agreement including Software, Documentation, Intellectual Property Rights, Licensed Users, etc.

4. Grant of License: Scope of the license, usage rights, and restrictions

5. License Fees and Payment: Financial terms, payment schedule, and consequences of non-payment

6. Intellectual Property Rights: Ownership of IP, protection measures, and infringement procedures

7. Licensee Obligations: Requirements and restrictions on use, security measures, and user management

8. Support and Maintenance: Terms for technical support, updates, and maintenance services

9. Warranties and Representations: Software performance guarantees and legal compliance warranties

10. Limitation of Liability: Scope of liability limitations under German law

11. Term and Termination: Duration, renewal terms, and termination conditions

12. Data Protection: GDPR compliance and data processing terms

13. Confidentiality: Protection of confidential information and trade secrets

14. General Provisions: Governing law, jurisdiction, entire agreement, and other standard clauses