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Software License And Maintenance Agreement
"I need a Software License And Maintenance Agreement for a cloud-based CRM system that we're licensing to healthcare providers, with strict HIPAA compliance requirements and 24/7 maintenance support provisions starting March 2025."
1. Parties: Identification of licensor and licensee with full legal details
2. Background: Context of the agreement and brief description of the software
3. Definitions: Key terms used throughout the agreement including Software, Documentation, Maintenance Services, Updates, etc.
4. License Grant: Scope, nature, and limitations of the software license including usage rights and restrictions
5. Maintenance Services: Description of maintenance and support services provided including updates, patches, and technical support
6. Fees and Payment: License and maintenance fees, payment terms and conditions, including invoicing and late payment terms
7. Term and Termination: Duration of agreement, renewal terms, and conditions for termination and post-termination obligations
8. Warranties and Disclaimers: Software warranties, performance guarantees, and liability limitations
9. Intellectual Property Rights: Ownership of IP rights, protection of proprietary rights, and infringement provisions
10. Confidentiality: Protection of confidential information and trade secrets
1. Professional Services: Additional services beyond maintenance, such as implementation, training, or customization services
2. Source Code Escrow: Terms for source code protection and access in case of vendor bankruptcy or discontinuation
3. Export Controls: Compliance provisions for international use and export regulations
4. Data Protection: Specific provisions for handling personal data and compliance with privacy laws
5. Disaster Recovery: Business continuity and disaster recovery procedures
1. Schedule A - Software Description: Detailed technical specifications and functionality of the software
2. Schedule B - Service Level Agreement: Maintenance response times, service levels, and performance metrics
3. Schedule C - Fee Schedule: Detailed breakdown of license fees, maintenance fees, and other charges
4. Schedule D - Acceptable Use Policy: Terms governing proper use of the software and user obligations
5. Schedule E - Support Services: Detailed description of support services, including hours of operation and escalation procedures
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