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Source Code License Agreement
1. Parties: Identification of the licensor and licensee with full legal names and registration details
2. Background: Context of the agreement, including brief description of the software and purpose of the license
3. Definitions: Detailed definitions of key terms including 'Source Code', 'Derivative Works', 'Intellectual Property Rights', 'Licensed Software', etc.
4. Grant of License: Scope of license, including permitted uses, restrictions, and any territorial limitations
5. Delivery and Documentation: Terms regarding the delivery of source code and associated technical documentation
6. License Fees: Payment terms, fee structure, and payment schedule
7. Intellectual Property Rights: Confirmation of ownership rights, protection of IPR, and handling of improvements/modifications
8. Confidentiality: Obligations regarding the protection of source code and other confidential information
9. Warranties and Representations: Warranties regarding ownership, non-infringement, and code quality
10. Technical Support and Maintenance: Terms for ongoing support, updates, and maintenance of the source code
11. Term and Termination: Duration of the agreement, renewal terms, and termination rights
12. Effects of Termination: Obligations upon termination including return or destruction of source code
13. Liability and Indemnification: Limitation of liability and indemnification obligations
14. General Provisions: Standard provisions including governing law, jurisdiction, entire agreement, etc.
1. Escrow Arrangements: Terms for source code escrow if required for business continuity purposes
2. Sublicensing Rights: Include when licensee is permitted to sublicense the source code
3. Export Controls: Required for international licensing dealing with restricted technologies
4. Open Source Components: Necessary when the source code includes or interfaces with open source software
5. Data Protection: Required when personal data processing is involved in the software operation
6. Audit Rights: Include when licensor requires rights to audit licensee's use of the source code
7. Change Control: Include for agreements where source code modifications need formal approval processes
8. Security Requirements: Include when specific security standards or certifications must be maintained
1. Schedule 1: Licensed Software Description: Detailed technical description of the licensed source code and components
2. Schedule 2: Technical Specifications: Detailed technical requirements and specifications of the software
3. Schedule 3: Fee Schedule: Detailed breakdown of license fees, payment terms, and calculation methods
4. Schedule 4: Support and Maintenance Services: Detailed description of support services, SLAs, and maintenance terms
5. Schedule 5: Approved Sublicensees: List of pre-approved sublicensees if applicable
6. Appendix A: Acceptance Testing Procedures: Procedures for verifying source code functionality and compliance
7. Appendix B: Security Requirements: Detailed security standards and requirements for source code handling
8. Appendix C: Open Source Components: List and licenses of any open source components included in the software
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