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1. Parties: Identifies the parties entering into the agreement, including legal names and addresses
2. Background: Explains the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. License Grant: Specifies the scope, nature, and limitations of the software license
5. Intellectual Property Rights: Details ownership of IP and related rights
6. Payment Terms: Outlines fees, payment schedule, and related conditions
7. Confidentiality: Defines confidential information and protection obligations
8. Term and Termination: Specifies duration and termination conditions
9. Governing Law: Specifies applicable law and jurisdiction
1. Export Compliance: Required if software may be exported outside the United States
2. Source Code Escrow: Provisions for source code protection in case of developer bankruptcy or discontinuation
3. Service Level Agreement: Performance metrics and support standards for ongoing maintenance
4. Data Protection: Specific data handling requirements and compliance with privacy laws
1. Schedule A - Software Specifications: Detailed technical specifications of the software
2. Schedule B - Maintenance and Support: Details of support services and service levels
3. Schedule C - Fee Schedule: Detailed breakdown of all fees and payment terms
4. Schedule D - Acceptance Testing Criteria: Criteria and procedures for software acceptance
5. Schedule E - Security Requirements: Specific security standards and requirements
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