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1. Parties: Identification of licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, brief description of the licensed product/technology, and parties' intentions
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. License Grant: Scope of license, usage rights, restrictions, and territory limitations
5. License Fees and Payment Terms: Purchase price, payment schedule, payment methods, and late payment consequences
6. Delivery and Implementation: Terms for delivery of licensed product/technology and any implementation requirements
7. Intellectual Property Rights: Ownership rights, IP protection measures, and infringement procedures
8. Warranties and Representations: Standard warranties regarding ownership, non-infringement, and product performance
9. Support and Maintenance: Terms for technical support, updates, and maintenance services
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration of agreement, renewal terms, and termination rights
12. Liability and Indemnification: Limitation of liability and mutual indemnification obligations
13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Export Control: Required when licensed products are subject to export control regulations
2. Source Code Escrow: Needed for software licenses where source code protection is required
3. Data Protection: Required when personal data processing is involved in the license
4. Training Services: Include when the license includes training requirements
5. Performance Metrics: Used when specific performance standards must be maintained
6. Change Control: Needed for licenses requiring formal change management procedures
7. Disaster Recovery: Important for business-critical licensed products
8. Insurance Requirements: Include when specific insurance coverage is required from either party
1. Schedule 1 - Licensed Products: Detailed description of licensed products/technology, including specifications
2. Schedule 2 - Fee Schedule: Detailed breakdown of license fees, payment milestones, and pricing terms
3. Schedule 3 - Technical Requirements: Technical specifications, system requirements, and compatibility details
4. Schedule 4 - Service Level Agreement: Performance standards, support levels, and response times
5. Schedule 5 - Implementation Plan: Timeline and milestones for implementation of licensed products
6. Appendix A - Authorized Users: List of authorized users or user categories and their access rights
7. Appendix B - Territory: Detailed description of geographic territory where license can be used
8. Appendix C - Documentation: List of all documentation provided with the licensed products
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Force Majeure
Implementation Period
Intellectual Property Rights
License Fee
Licensed Products
License Term
Maintenance Services
Payment Terms
Permitted Purpose
Related Entities
Security Requirements
Service Levels
Source Code
Specifications
Support Services
Technical Requirements
Territory
Third Party Components
Updates
Upgrades
User Acceptance Testing
VAT
Warranties
Work Product
Intellectual Property Rights
Payment Terms
Delivery
Implementation
Usage Rights and Restrictions
Technical Requirements
Documentation
Maintenance and Support
Service Levels
Training
Acceptance Testing
Warranties
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Force Majeure
Term and Termination
Assignment
Dispute Resolution
Governing Law
Compliance
Export Control
Audit Rights
Insurance
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Anti-Corruption
Electronic Signatures
Counterparts
Technology & Software
Healthcare
Financial Services
Manufacturing
Education
Professional Services
Media & Entertainment
Telecommunications
Retail
Energy & Utilities
Legal
Procurement
Information Technology
Finance
Risk & Compliance
Commercial
Business Development
Intellectual Property
Operations
Legal Counsel
Contract Manager
Procurement Manager
IT Director
Chief Technology Officer
Chief Financial Officer
Licensing Manager
Intellectual Property Manager
Commercial Director
Business Development Manager
Risk Manager
Compliance Officer
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