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Master License Agreement
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and general objectives of the parties
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Grant of License: Scope of the license, including type (exclusive/non-exclusive), territory, and permitted uses
5. License Fees and Payment Terms: Financial terms, payment schedules, and invoicing requirements
6. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of improvements
7. Confidentiality: Protection and handling of confidential information
8. Warranties and Representations: Parties' warranties regarding the licensed material and authority to enter agreement
9. Support and Maintenance: Terms for ongoing support, updates, and maintenance services
10. Term and Termination: Duration, renewal terms, and termination provisions
11. Liability and Indemnification: Limitation of liability and indemnification obligations
12. Data Protection: GDPR compliance and data handling requirements
13. General Provisions: Standard clauses including governing law, notices, and assignment
1. Sub-licensing Rights: Include when licensee is permitted to sub-license to third parties
2. Source Code Escrow: Include for software licenses where source code escrow is required
3. Training and Implementation: Include when the license includes significant training or implementation services
4. Export Control: Include when licensed materials may be subject to export regulations
5. Audit Rights: Include when licensor requires right to audit licensee's use
6. Territory Restrictions: Include when license is restricted to specific geographical areas
7. Competition Law Compliance: Include when agreement might raise competition law concerns
8. Change Control: Include when frequent changes to technical specifications are expected
1. Schedule 1 - Licensed Materials: Detailed description of licensed software, content, or materials
2. Schedule 2 - Technical Specifications: Technical requirements and specifications of licensed materials
3. Schedule 3 - Service Levels: Performance metrics and service level agreements
4. Schedule 4 - Fee Schedule: Detailed breakdown of license fees, payment terms, and calculations
5. Schedule 5 - Support and Maintenance Services: Detailed description of support and maintenance obligations
6. Appendix A - Authorized Users: Definition and list of authorized users or user categories
7. Appendix B - Security Requirements: Security protocols and requirements for handling licensed materials
8. Appendix C - Data Processing Agreement: GDPR-compliant data processing terms if applicable
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