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1. Parties: Identifies the licensor and licensee with their full legal details
2. Background: Contextual information about the software, ownership, and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Grant of License: Details of the exclusive license grant, territory, and field of use restrictions
5. License Restrictions: Specific limitations on the licensee's use of the software
6. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
7. Payment Terms: License fees, royalties, payment schedule, and related financial terms
8. Delivery and Installation: Terms for software delivery, installation, and acceptance testing
9. Maintenance and Support: Obligations for ongoing software maintenance and technical support
10. Warranties and Representations: Warranties regarding software ownership, performance, and compliance
11. Liability and Indemnification: Limitation of liability and mutual indemnification provisions
12. Term and Termination: Duration of the agreement and grounds for termination
13. Confidentiality: Protection of confidential information exchanged between parties
14. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Source Code Escrow: Terms for source code escrow arrangement when agreed upon
2. Professional Services: Additional services such as customization or integration if required
3. Training: Provisions for user training and knowledge transfer if included
4. Data Protection: Specific data protection and privacy obligations if personal data is processed
5. Change Control: Process for managing changes to the software or specifications
6. Geographic Restrictions: Specific territorial restrictions or requirements if applicable
7. Sub-licensing Rights: Terms governing any permitted sub-licensing arrangements
8. Performance Requirements: Specific performance metrics and service levels if required
9. Export Control: Export compliance provisions for international licensing
10. Insurance: Specific insurance requirements beyond standard coverage
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the licensed software
2. Schedule 2 - License Fees: Detailed breakdown of all fees, royalties, and payment terms
3. Schedule 3 - Support Services: Detailed service level agreements and support specifications
4. Schedule 4 - Acceptance Testing: Acceptance testing procedures and criteria
5. Schedule 5 - Maintenance Services: Detailed maintenance obligations and procedures
6. Appendix A - Technical Requirements: Minimum technical requirements for software operation
7. Appendix B - Authorized Users: Definition and limitations of authorized users
8. Appendix C - Territory: Detailed description of licensed territory and any restrictions
Affiliate
Agreement
Authorized Users
Business Day
Commencement Date
Competitor
Confidential Information
Documentation
Effective Date
Enhancement
Escrow Agent
Exclusive Territory
Force Majeure Event
Intellectual Property Rights
License Fee
License Period
Licensed Software
Maintenance Services
Major Release
Minor Release
Modification
Object Code
Permitted Purpose
Personal Information
Professional Services
Royalty
Source Code
Specifications
Support Services
System Requirements
Technical Information
Term
Third Party Software
Updates
Upgrade
User Manual
Virus
Warranty Period
Work Product
Exclusivity
Territory
Intellectual Property
Payment
Royalties
Delivery
Installation
Acceptance Testing
Maintenance and Support
Training
Documentation
Source Code
Warranties
Representations
Performance Requirements
Service Levels
Confidentiality
Data Protection
Privacy
Audit Rights
Quality Control
Competition Compliance
Export Control
Term
Termination
Force Majeure
Assignment
Sub-licensing
Dispute Resolution
Governing Law
Indemnification
Liability
Insurance
Notice
Amendment
Severability
Entire Agreement
Counterparts
Information Technology
Software Development
Financial Services
Healthcare
Manufacturing
Retail
Telecommunications
Professional Services
Education
Government and Public Sector
Legal
Information Technology
Software Development
Commercial
Procurement
Intellectual Property
Business Development
Compliance
Finance
Operations
Chief Technology Officer
Legal Counsel
Software Licensing Manager
Intellectual Property Manager
Commercial Director
Head of Software Development
Chief Executive Officer
Contract Manager
Business Development Director
Technology Procurement Manager
Chief Legal Officer
Software Asset Manager
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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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