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Program License
1. Parties: Identification of the licensor and licensee, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, including brief description of the software and purpose of the license
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 use of the software
6. Delivery and Installation: Terms regarding software delivery, installation process, and acceptance criteria
7. License Fees: Payment terms, fee structure, and payment schedule
8. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
9. Warranties and Representations: Warranties regarding software functionality, IP rights, and compliance with laws
10. Support and Maintenance: Terms for technical support and software updates
11. Confidentiality: Protection of confidential information exchanged under the agreement
12. Term and Termination: Duration of the agreement and termination rights
13. Liability and Indemnification: Limitations of liability and indemnification obligations
14. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
1. Data Processing Terms: Required if the software processes personal data, ensuring GDPR compliance
2. Source Code Escrow: Optional provision for source code deposit with third party, typically for mission-critical software
3. Export Control: Required if the software is subject to export control regulations
4. Service Level Agreement: Optional section defining performance metrics and service levels
5. Audit Rights: Optional provision allowing licensor to audit licensee's use of the software
6. Training and Implementation: Optional section for complex software requiring specific implementation services
7. Third-Party Software: Required if the software incorporates third-party components
8. Competition Compliance: Required for licenses with territorial restrictions or market impact
1. Software Description: Detailed technical specification of the licensed software
2. License Fees Schedule: Detailed breakdown of license fees and payment terms
3. Service Level Agreement: Detailed performance metrics and service levels
4. Support and Maintenance Terms: Detailed support services and maintenance procedures
5. Acceptable Use Policy: Detailed rules and guidelines for software usage
6. Data Processing Agreement: Detailed terms for personal data processing if applicable
7. Technical Requirements: Minimum system requirements and technical specifications
8. Implementation Plan: Timeline and milestones for software implementation if applicable
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