The Service License Agreement is essential for businesses operating under Dutch jurisdiction that provide services combined with licensed products or capabilities. This agreement type is particularly relevant in today's digital economy where software, platforms, and services are increasingly interconnected. It addresses both the operational aspects of service delivery and the intellectual property considerations of licensing, while ensuring compliance with Dutch law and EU regulations. The document is structured to cover service levels, performance metrics, license scope, usage rights, data protection, and security requirements. It's commonly used in software-as-a-service (SaaS) arrangements, technology platforms, and professional services combined with proprietary tools or methodologies. The agreement includes provisions for both service delivery standards and license terms, making it suitable for complex business relationships where traditional service or license agreements alone would be insufficient.
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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. License Grant: Scope, nature, and limitations of the license being granted
5. Service Description: Detailed description of services to be provided
6. Service Levels: Performance standards, metrics, and measurement methods
7. Fees and Payment: Payment terms, fee structure, and invoicing procedures
8. Intellectual Property Rights: IP ownership, rights, and restrictions
9. Confidentiality: Protection and handling of confidential information
10. Data Protection: GDPR compliance and data handling obligations
11. Term and Termination: Duration, renewal, and termination provisions
12. Warranties and Representations: Standard warranties from both parties
13. Liability and Indemnification: Limitation of liability and indemnification obligations
14. Force Majeure: Handling of events beyond parties' reasonable control
15. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction
16. General Provisions: Standard boilerplate clauses including notices, assignment, and severability
1. Change Control: Procedures for managing changes to services or specifications - include when services may evolve
2. Security Requirements: Specific security obligations and standards - include for technology services
3. Business Continuity: Disaster recovery and business continuity requirements - include for critical services
4. Exit Assistance: Transition obligations at termination - include for complex or critical services
5. Insurance: Specific insurance requirements - include for high-risk services
6. Audit Rights: Rights to audit service provider - include for regulated industries or critical services
7. Personnel: Requirements for service provider personnel - include when specific expertise is required
8. Third Party Rights: Rights of third party beneficiaries - include when third parties may be affected
9. Source Code Escrow: Source code escrow arrangements - include for software licenses
10. Service Credits: Financial consequences of service level failures - include for SLA-driven services
1. Service Description Schedule: Detailed technical and functional specifications of services
2. Service Level Agreement: Detailed service levels, measurement methods, and remedies
3. Pricing Schedule: Detailed fee structure, rates, and payment terms
4. Security Requirements: Detailed security standards and procedures
5. Data Processing Agreement: GDPR-compliant data processing terms and details
6. Support and Maintenance: Support levels, procedures, and response times
7. Authorized Users: List of authorized users or user categories and access rights
8. Technical Requirements: Hardware, software, and connectivity requirements
9. Change Request Template: Standard form for requesting and documenting changes
10. Exit Plan: Detailed procedures for service transition upon termination
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Software Development
Healthcare
Financial Services
Professional Services
Telecommunications
Manufacturing
Retail
Education
Media and Entertainment
Cloud Services
Consulting
E-commerce
Logistics
Research and Development
Relevant Teams
Legal
Procurement
Information Technology
Commercial
Compliance
Operations
Risk Management
Information Security
Business Development
Project Management
Service Delivery
Technical Support
Account Management
Solutions Architecture
Relevant Roles
Chief Technology Officer
Legal Counsel
Procurement Manager
IT Director
Commercial Director
Compliance Officer
Contract Manager
Software License Manager
Service Delivery Manager
Operations Director
Chief Information Officer
Risk Manager
Information Security Officer
Business Development Manager
Project Manager
Account Executive
Solutions Architect
Technical Account Manager
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