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Copyright Software License
1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement and brief description of the software being licensed
3. Definitions: Definitions of key terms used throughout the agreement, including 'Software', 'Documentation', 'Intellectual Property Rights', etc.
4. License Grant: Scope of the license, including type (exclusive/non-exclusive), territory, and permitted uses
5. License Restrictions: Specific prohibitions and limitations on the use of the software
6. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
7. License Fee: Payment terms, amounts, and payment schedule
8. Duration and Termination: Term of the agreement, renewal provisions, and termination rights
9. Warranties and Representations: Standard warranties regarding software functionality and IP rights
10. Limitation of Liability: Limitations on liability and exclusions of certain types of damages
11. Confidentiality: Protection of confidential information exchanged under the agreement
12. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, etc.
1. Maintenance and Support: Terms for ongoing software maintenance and technical support - include if support services are part of the agreement
2. Data Protection: GDPR compliance provisions - include if the software processes personal data
3. Source Code Escrow: Provisions for source code escrow arrangements - include for business-critical software
4. Audit Rights: Rights to audit licensee's use of the software - include for complex commercial licenses
5. Export Control: Export control compliance - include if software may be subject to export restrictions
6. Training: Terms for user training - include if training services are provided
7. Service Level Agreement: Performance standards and metrics - include for software-as-a-service arrangements
1. Schedule 1 - Software Description: Detailed technical description of the licensed software and its components
2. Schedule 2 - License Fees: Detailed breakdown of license fees and payment terms
3. Schedule 3 - Technical Requirements: Minimum system requirements and technical specifications
4. Schedule 4 - Support Services: Detailed description of support services and service levels if applicable
5. Schedule 5 - Acceptable Use Policy: Detailed rules and guidelines for software usage
6. Schedule 6 - Data Processing Agreement: GDPR-compliant data processing terms if applicable
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