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Software License Commercial Use
1. Parties: Identification of the licensor and licensee, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, brief description of the software, and general purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Software', 'Documentation', 'Intellectual Property Rights', 'License Fee', etc.
4. License Grant: Scope of the license, including type (non-exclusive/exclusive), permitted uses, and territory restrictions
5. License Restrictions: Specific prohibitions and limitations on use of the software
6. Intellectual Property Rights: Confirmation of ownership rights and protection of IP
7. License Fees and Payment: Payment terms, fee structure, and payment schedule
8. Warranties and Representations: Warranties regarding software functionality, performance, and compliance with laws
9. Support and Maintenance: Basic terms for technical support and software updates
10. Confidentiality: Protection of confidential information exchanged between parties
11. Limitation of Liability: Caps on liability and exclusions of certain types of damages
12. Term and Termination: Duration of agreement and circumstances for termination
13. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Data Processing Terms: Required if the software processes personal data, ensuring GDPR compliance
2. Multi-User License Terms: Needed for software licensed to multiple users within an organization
3. Source Code Escrow: Optional protection for licensee through source code escrow arrangements
4. Service Level Agreement: Required for software provided as a service (SaaS)
5. Export Control: Necessary if software is subject to export regulations
6. Third-Party Software: Required if the software incorporates third-party components
7. Audit Rights: Optional clause allowing licensor to verify compliance with license terms
8. Insurance Requirements: Optional section specifying required insurance coverage
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software
2. Schedule 2 - License Fees: Detailed breakdown of license fees, payment structure, and any variable pricing elements
3. Schedule 3 - Support and Maintenance Services: Detailed description of support levels, response times, and maintenance services
4. Schedule 4 - Service Level Agreement: Performance metrics, availability requirements, and related penalties
5. Schedule 5 - Acceptable Use Policy: Detailed rules and guidelines for software usage
6. Appendix A - Technical Requirements: Minimum system requirements and technical specifications for software operation
7. Appendix B - Security Requirements: Security standards and protocols to be maintained
8. Appendix C - Data Processing Agreement: Detailed terms for personal data processing in compliance with GDPR
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