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Third Party Software License Agreement
1. Parties: Identification of the licensor and licensee, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, nature 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, etc.
4. License Grant: Scope of the license, including type (non-exclusive/exclusive), territory, and permitted uses
5. License Restrictions: Specific restrictions on use, modification, and distribution of the software
6. Intellectual Property Rights: Confirmation of ownership and protection of IP rights in the software
7. Fees and Payment: License fees, payment terms, and consequences of non-payment
8. Support and Maintenance: Basic support obligations, maintenance services, and response times
9. Warranties and Representations: Standard warranties regarding software functionality, IP rights, and compliance with laws
10. Data Protection: GDPR compliance obligations and data processing terms
11. Confidentiality: Protection of confidential information exchanged under the agreement
12. Liability and Indemnification: Limitations of liability and indemnification obligations under Danish law
13. Term and Termination: Duration of the agreement, termination rights, and consequences of termination
14. Force Majeure: Events excusing performance under Danish law
15. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Third Party Components: Required when the software includes third-party components or open-source software
2. Professional Services: Include when additional implementation or consulting services are provided
3. Service Levels: Required when specific performance metrics and service levels are guaranteed
4. Escrow: Include when source code escrow arrangements are required
5. Export Control: Required when software is subject to export control regulations
6. Audit Rights: Include when licensor requires rights to audit licensee's use of the software
7. Disaster Recovery: Required for business-critical software implementations
8. Insurance: Include when specific insurance coverage is required from either party
1. Schedule 1 - Software Description: Detailed description of the licensed software, including versions and components
2. Schedule 2 - Technical Requirements: Minimum system requirements and technical specifications
3. Schedule 3 - Support Services: Detailed support and maintenance terms, including SLAs if applicable
4. Schedule 4 - Fee Schedule: Detailed breakdown of license fees, payment schedules, and pricing terms
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms if personal data is processed
6. Schedule 6 - Acceptable Use Policy: Detailed terms of acceptable use and restrictions
7. Appendix A - Third Party Software: List of third-party components and associated license terms
8. Appendix B - Service Level Agreement: Detailed service levels and performance metrics if applicable
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