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Perpetual Licence Agreement
"I need a Perpetual License Agreement for proprietary healthcare software to be used in Belgian hospitals, with specific GDPR compliance requirements and provisions for handling patient data, planned to be implemented by March 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the intellectual property being licensed
3. Definitions: Defined terms used throughout the agreement
4. License Grant: Scope, nature, and territory of the perpetual license, including any restrictions
5. License Fees: Payment terms, including initial fees and any ongoing maintenance fees
6. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
7. Licensee Obligations: Key responsibilities and restrictions on the licensee's use of the licensed property
8. Technical Support and Maintenance: Terms for ongoing support and maintenance services
9. Warranties and Representations: Warranties regarding ownership, non-infringement, and performance
10. Limitation of Liability: Limits on parties' liability and exclusions
11. Termination: Grounds for termination despite perpetual nature (e.g., material breach) and consequences
12. Confidentiality: Protection of confidential information exchanged under the agreement
13. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, etc.
1. Source Code Escrow: Include when software is licensed and source code protection is required
2. Data Protection: Include when personal data processing is involved, ensuring GDPR compliance
3. Export Control: Include when licensed property may be subject to export regulations
4. Customer Data: Include when the licensed property will process or store customer data
5. Audit Rights: Include when licensor requires rights to audit licensee's use of the licensed property
6. Competition Law Compliance: Include when license terms could raise competition law concerns
7. Sub-licensing Rights: Include when licensee is permitted to sub-license the licensed property
8. Change Control: Include when licensed property may require modifications or updates
1. Schedule 1 - Licensed Property: Detailed description of the licensed intellectual property
2. Schedule 2 - Technical Specifications: Technical details and performance requirements of the licensed property
3. Schedule 3 - Service Levels: Support and maintenance service level commitments
4. Schedule 4 - Fee Schedule: Detailed breakdown of license fees and payment terms
5. Schedule 5 - Acceptable Use Policy: Guidelines and restrictions for use of the licensed property
6. Appendix A - Implementation Plan: If relevant, timeline and milestones for implementing the licensed property
7. Appendix B - Security Requirements: Security standards and requirements for using the licensed property
Authors
Affiliate
Agreement
Authorised Users
Business Day
Confidential Information
Documentation
Effective Date
Force Majeure
Implementation Plan
Intellectual Property Rights
License Fee
Licensed Property
Maintenance Services
Material Breach
Normal Business Hours
Personal Data
Purpose
Related Agreements
Security Requirements
Service Levels
Source Code
Specifications
Support Services
Technical Requirements
Territory
Third Party Software
Updates
Upgrades
Usage Data
User Manual
Working Hours
Work Product
Virus
Vulnerability
Payment Terms
Intellectual Property Rights
Warranties
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Technical Support
Maintenance
Service Levels
Security
Audit Rights
Force Majeure
Assignment
Term and Termination
Governing Law
Dispute Resolution
Entire Agreement
Severability
Notices
Amendment
Non-Competition
Sub-licensing
Export Control
Source Code Escrow
Acceptance Testing
Implementation
Performance Standards
Usage Restrictions
Documentation
Training
Quality Assurance
Business Continuity
Compliance with Laws
Information Technology
Software Development
Telecommunications
Manufacturing
Healthcare
Financial Services
Professional Services
Media and Entertainment
Biotechnology
Research and Development
Education
Retail
Energy and Utilities
Legal
Procurement
Information Technology
Software Development
Risk and Compliance
Finance
Operations
Research and Development
Business Development
Commercial
Intellectual Property
Chief Technology Officer
Legal Counsel
Procurement Manager
IT Director
Software Development Manager
Intellectual Property Manager
Contract Manager
Chief Information Officer
Technology Licensing Manager
Risk and Compliance Officer
General Counsel
Head of Legal
Commercial Director
Chief Financial Officer
Business Development Manager
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