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Standard License Agreement
"I need a Standard License Agreement for licensing our proprietary software to enterprise customers in the EU, with implementation starting January 2025; the agreement should include maintenance terms and source code escrow provisions."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the licensed property
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope, nature, and territory of the license (exclusive/non-exclusive, transferable/non-transferable)
5. License Fees and Payment Terms: Financial terms, payment schedule, and payment methods
6. Intellectual Property Rights: Ownership and protection of IP rights
7. Term and Termination: Duration of agreement, renewal terms, and termination provisions
8. Licensee Obligations: Key responsibilities and restrictions on the licensee
9. Licensor Obligations: Key responsibilities of the licensor including delivery and maintenance
10. Warranties and Representations: Guarantees provided by both parties
11. Limitation of Liability: Scope and limits of parties' liability
12. Confidentiality: Protection of confidential information
13. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Support and Maintenance: Details of technical support and maintenance services if provided
2. Quality Control: Include when licensed property requires specific quality standards
3. Sub-licensing Rights: Include when sub-licensing is permitted
4. Source Code Escrow: For software licenses where source code protection is required
5. Data Protection: Include when personal data processing is involved
6. Export Control: Include for international licensing arrangements
7. Training and Implementation: Include when training or implementation services are provided
8. Audit Rights: Include when usage monitoring is required
1. Schedule 1 - Licensed Property: Detailed description of the licensed property, including technical specifications
2. Schedule 2 - Fee Schedule: Detailed breakdown of license fees, payment terms, and calculation methods
3. Schedule 3 - Service Level Agreement: Performance standards and metrics if applicable
4. Schedule 4 - Technical Requirements: Technical specifications and requirements for using the licensed property
5. Schedule 5 - Approved Sub-licensees: List of approved sub-licensees if applicable
6. Appendix A - Usage Guidelines: Detailed guidelines for proper use of the licensed property
7. Appendix B - Support Procedures: Procedures for requesting and receiving technical support
Authors
Technology
Software Development
Manufacturing
Healthcare
Pharmaceuticals
Entertainment
Media
Education
Research & Development
Telecommunications
Automotive
Consumer Goods
Professional Services
Biotechnology
Energy
Legal
Intellectual Property
Commercial
Business Development
Technology
Research and Development
Compliance
Operations
Product Development
Finance
Information Technology
Strategic Planning
Risk Management
Legal Counsel
Intellectual Property Manager
Commercial Director
Business Development Manager
Chief Technology Officer
Licensing Manager
Contract Manager
Chief Legal Officer
Innovation Director
Product Manager
Software Development Manager
Research Director
Compliance Officer
Technology Transfer Officer
General Counsel
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