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Software License And Support Agreement
I need a Software License and Support Agreement for a cloud-based HR management system that we'll be licensing to UAE government entities, with strict data protection provisions and 24/7 support requirements.
1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, brief description of the software, and purpose of the license
3. Definitions: Detailed definitions of terms used throughout the agreement
4. License Grant: Scope of the license, usage rights, restrictions, and territory limitations
5. License Fees and Payment Terms: Pricing, payment schedule, late payment consequences, and taxes
6. Support Services: Description of support and maintenance services, service levels, and response times
7. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of modifications
8. Confidentiality: Protection of confidential information and trade secrets
9. Data Protection and Privacy: Compliance with UAE data protection laws and data handling procedures
10. Warranties and Representations: Software performance warranties, service quality guarantees, and compliance warranties
11. Limitation of Liability: Caps on liability and exclusions in compliance with UAE law
12. Term and Termination: Duration, renewal terms, and termination rights and procedures
13. Post-Termination Obligations: Actions required after agreement termination
14. Force Majeure: Handling of events beyond reasonable control
15. Governing Law and Jurisdiction: UAE law application and dispute resolution procedures
16. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Third-Party Software: Include when the software incorporates third-party components, defining related terms and obligations
2. Source Code Escrow: Include when source code escrow arrangements are required for business continuity
3. Professional Services: Include when additional implementation or customization services are provided
4. Export Control: Include when software may be subject to export restrictions
5. Disaster Recovery: Include when business continuity and disaster recovery procedures are critical
6. Security Requirements: Include when specific security standards or certifications must be maintained
7. Service Credits: Include when financial compensation for service level failures is offered
8. Change Control: Include when formal procedures for changes to software or services are required
1. Software Description: Detailed technical specifications and functionality of the licensed software
2. Service Level Agreement: Detailed support service levels, metrics, and performance standards
3. Fee Schedule: Detailed breakdown of license fees, support fees, and payment terms
4. Support Services Scope: Detailed description of support services, including processes and procedures
5. Technical Requirements: Hardware, software, and network requirements for the software
6. Acceptable Use Policy: Rules and restrictions regarding software usage
7. Data Processing Agreement: Detailed terms for handling personal data in compliance with UAE law
8. Business Continuity Plan: Procedures for maintaining service in emergency situations
Authors
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Error
Fees
Help Desk
Implementation Services
Intellectual Property Rights
License Term
Maintenance Release
Major Release
Personal Data
Response Time
Service Credits
Service Levels
Software
Software Modifications
Source Code
Support Hours
Support Services
System Requirements
Technical Specifications
Territory
Third Party Software
Updates
Upgrades
User Manual
Virus
Warranty Period
Work Product
Critical Error
Data Protection Laws
Designated Contact
Disaster Recovery Plan
Enhancement
Force Majeure Event
Good Industry Practice
Licensed Materials
Maintenance Window
Object Code
Operating Environment
Performance Standards
Resolution Time
Security Requirements
Service Availability
Software Interface
Support Request
User Access
Payment Terms
Support Services
Service Levels
Intellectual Property
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Audit Rights
Dispute Resolution
Governing Law
Notices
Entire Agreement
Amendment
Severability
Software Installation
Training
Documentation
Acceptance Testing
Security Requirements
Backup and Recovery
Performance Standards
Maintenance Services
User Access
Third Party Rights
Export Control
Insurance
Compliance with Laws
Business Continuity
Subcontracting
Non-Solicitation
Information Technology
Financial Services
Healthcare
Education
Government Services
Retail
Manufacturing
Telecommunications
Professional Services
E-commerce
Real Estate
Construction
Energy
Transportation
Media and Entertainment
Legal
Information Technology
Procurement
Compliance
Information Security
Risk Management
Operations
Finance
Vendor Management
Software Development
Infrastructure
Contract Administration
Chief Technology Officer
IT Director
Software Procurement Manager
Legal Counsel
Compliance Officer
Information Security Manager
Contract Manager
Technology Risk Manager
Enterprise Architect
Operations Director
Chief Information Officer
Vendor Management Officer
Software Asset Manager
IT Infrastructure Manager
Chief Financial Officer
Chief Legal Officer
Procurement Director
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