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1. Parties: Identification of all parties to the agreement, including full legal names, addresses, and registration details as per UAE requirements
2. Background: Context of the agreement, including brief description of the software, its purpose, and the parties' relationship
3. Definitions: Detailed definitions of technical terms, including 'Source Code', 'Documentation', 'Intellectual Property Rights', and other key terms
4. Scope of Agreement: Detailed description of the source code being transferred or licensed, including all components and associated materials
5. Delivery and Acceptance: Terms for the delivery of source code, acceptance testing procedures, and acceptance criteria
6. Intellectual Property Rights: Comprehensive provisions regarding ownership, transfer, or licensing of IP rights in the source code
7. Warranties and Representations: Warranties regarding ownership, non-infringement, code quality, and compliance with specifications
8. Confidentiality: Strict confidentiality obligations regarding the source code and associated materials
9. Use Restrictions: Limitations and restrictions on the use, modification, and distribution of the source code
10. Payment Terms: Financial terms including price, payment schedule, and any ongoing fees
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Data Protection and Security: Compliance with UAE data protection laws and security requirements
13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
1. Maintenance and Support: Terms for ongoing maintenance and support of the source code, used when continuous support is part of the agreement
2. Escrow Arrangements: Terms for source code escrow, used when code is being licensed rather than transferred
3. Third Party Components: Provisions regarding third-party code or libraries, used when the software incorporates third-party components
4. Export Control: Compliance with UAE export control regulations, used when code may be exported outside UAE
5. Training and Documentation: Terms for providing training and documentation, used when knowledge transfer is required
6. Performance Requirements: Specific performance criteria and SLAs, used for business-critical applications
7. Moral Rights: Handling of moral rights under UAE copyright law, used when original developers retain rights
8. Change Control: Procedures for managing changes to the source code, used in ongoing development relationships
1. Schedule 1: Source Code Description: Detailed technical specification of the source code, including all components and modules
2. Schedule 2: Acceptance Testing Procedures: Detailed procedures and criteria for acceptance testing
3. Schedule 3: Technical Documentation: List and description of all technical documentation to be provided
4. Schedule 4: Third Party Components: List of all third-party components, including licenses and restrictions
5. Schedule 5: Support and Maintenance Services: Detailed description of support and maintenance services if applicable
6. Schedule 6: Fee Schedule: Detailed breakdown of all fees and payment terms
7. Appendix A: Security Requirements: Specific security requirements and standards to be maintained
8. Appendix B: Development Environment: Specifications of the development environment and tools
Object Code
Derivative Works
Documentation
Intellectual Property Rights
Licensed Software
Confidential Information
Acceptance Tests
Acceptance Criteria
Development Environment
Technical Specifications
Escrow Agent
Effective Date
Implementation Period
Maintenance Services
Support Services
Major Release
Minor Release
Patch
Bug Fix
Third Party Components
Application Programming Interface (API)
User Interface
Background IP
Foreground IP
Software Tools
Development Methodology
Quality Standards
Security Requirements
Designated Equipment
Licensed Users
Territory
Moral Rights
Software Architecture
Source Code Materials
Acceptance Certificate
Critical Defect
Non-Critical Defect
Test Environment
Production Environment
Staging Environment
Development Tools
Software Libraries
Code Repository
Version Control System
Compilation Instructions
Build Process
Technical Dependencies
Software Modules
Integration Points
Data Protection Laws
Permitted Purpose
Authorized Users
Service Level Requirements
Performance Metrics
Documentation Standards
Escrow Release Events
Implementation Schedule
Milestone Dates
Acceptance Period
Support Hours
Response Times
Resolution Times
Modification Rights
Distribution Rights
Commercial Purpose
Internal Use
Force Majeure Event
Governing Law
Jurisdiction
Intellectual Property Claims
License Fees
Maintenance Fees
Payment Terms
Termination Events
Interpretation
Grant of Rights
Delivery
Acceptance Testing
Intellectual Property Rights
Confidentiality
Data Protection
Warranties
Representations
Payment Terms
Support and Maintenance
Source Code Escrow
Technology Transfer
Use Restrictions
Documentation
Training
Performance Requirements
Security Requirements
Audit Rights
Indemnification
Limitation of Liability
Force Majeure
Term and Duration
Termination
Effect of Termination
Assignment
Subcontracting
Third Party Rights
Compliance with Laws
Export Control
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Severability
Waiver
Notices
Amendments
Counterparts
Information Technology
Financial Services
Healthcare
E-commerce
Telecommunications
Defense & Security
Manufacturing
Education
Government & Public Sector
Professional Services
Retail
Transportation & Logistics
Media & Entertainment
Legal
Information Technology
Software Development
Engineering
Procurement
Information Security
Compliance
Technical Operations
Research and Development
Product Development
Corporate Development
Intellectual Property
Risk Management
Enterprise Architecture
Chief Technology Officer
Software Development Manager
Legal Counsel
IP Rights Attorney
IT Director
Software Engineer
Contract Manager
Technology Procurement Manager
Chief Information Officer
Head of Engineering
Technical Project Manager
Information Security Officer
Software Licensing Manager
Technology Transfer Officer
Corporate Development Director
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Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it


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