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Limited Use License
"I need a Limited Use License agreement for licensing our proprietary software to educational institutions in India, with restrictions on number of concurrent users and a prohibition on modification or reverse engineering, to be effective from March 2025."
1. Parties: Identifies and provides full details of the licensor and licensee, including registration details for companies
2. Background: Establishes context, ownership of the licensed material, and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement, including 'Licensed Material', 'Permitted Use', and 'Territory'
4. Grant of License: Specifies the exact nature and scope of the license being granted
5. License Restrictions: Clear enumeration of what the licensee cannot do with the licensed material
6. Term and Termination: Duration of the license and circumstances under which it can be terminated
7. License Fee: Details of payment terms, including amount, payment schedule, and tax implications
8. Intellectual Property Rights: Confirms licensor's ownership and licensee's obligations regarding IP protection
9. Representations and Warranties: Standard warranties about ownership, right to license, and non-infringement
10. Indemnification: Mutual indemnification obligations for breach of agreement terms
11. Governing Law and Jurisdiction: Specifies Indian law as governing law and defines jurisdiction for disputes
1. Quality Control: Required when licensed material must meet specific quality standards in its use
2. Sublicensing Rights: Include when licensee may be permitted to sublicense under specific conditions
3. Export Control: Necessary when licensed material may be subject to export regulations
4. Source Code Escrow: For software licenses where source code access might be needed under specific circumstances
5. Data Protection: Required when license involves processing of personal data
6. Maintenance and Support: Include when ongoing technical support or updates are part of the license
7. Geographic Restrictions: When use is limited to specific territories or regions
8. Audit Rights: Include when licensor needs right to audit licensee's use of material
1. Schedule 1 - Licensed Material: Detailed description of the material being licensed, including technical specifications
2. Schedule 2 - Permitted Use: Detailed scope of permitted use cases and examples
3. Schedule 3 - License Fee Schedule: Detailed breakdown of fees, payment terms, and calculation methods
4. Schedule 4 - Technical Requirements: Technical specifications and requirements for using the licensed material
5. Appendix A - Service Level Agreement: If applicable, details of support and maintenance services
6. Appendix B - Security Requirements: Security protocols and requirements for handling licensed material
Authors
Information Technology
Software Development
Manufacturing
Healthcare
Education
Research and Development
Media and Entertainment
Telecommunications
Biotechnology
Engineering
Automotive
Pharmaceuticals
Consumer Electronics
Legal
Intellectual Property
Licensing
Business Development
Research and Development
Product Management
Compliance
Commercial Operations
Technology Transfer
Contract Administration
Legal Counsel
Intellectual Property Manager
Licensing Manager
Contract Administrator
Business Development Manager
Chief Technology Officer
Innovation Director
Product Manager
Research Director
Compliance Officer
Chief Legal Officer
Technology Transfer Officer
IP Rights Manager
Commercial Director
General Counsel
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