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Non Perpetual License
"I need a Non-Perpetual License Agreement for licensing our proprietary software to enterprise clients in the Swiss banking sector, with an initial term of 12 months starting March 1, 2025, including provisions for maintenance services and data protection compliance."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Specific details of the license being granted, including scope, territory, and duration
5. License Period: Clear specification of the term of the license and any renewal provisions
6. License Fees: Payment terms, amounts, and schedule of payments
7. Licensee Obligations: Specific duties and responsibilities of the licensee
8. Licensor Obligations: Specific duties and responsibilities of the licensor
9. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
10. Confidentiality: Provisions for handling confidential information
11. Warranties and Representations: Statements of fact and promises made by each party
12. Limitation of Liability: Limitations on parties' liability and any exclusions
13. Termination: Grounds for termination and the process for ending the agreement
14. Post-Termination Obligations: Obligations that survive after the agreement ends
15. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Quality Control: Required when licensing involves products or services that need to maintain certain quality standards
2. Technical Support: Include when the license includes ongoing technical support or maintenance
3. Data Protection: Required when the licensed material involves personal data processing
4. Source Code Escrow: Include for software licenses where source code protection is needed
5. Export Control: Required when the licensed material may be subject to export regulations
6. Training and Documentation: Include when the license includes training or documentation requirements
7. Performance Metrics: Include when specific performance standards need to be maintained
8. Audit Rights: Include when the licensor needs rights to audit licensee's use of the licensed material
1. Schedule 1 - Licensed Material: Detailed description of the licensed material or technology
2. Schedule 2 - Technical Specifications: Technical details and requirements of the licensed material
3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, payment terms and calculations
4. Schedule 4 - Service Levels: Performance standards and service level requirements if applicable
5. Schedule 5 - Implementation Plan: Timeline and milestones for implementing the licensed material
6. Appendix A - Approved Use Cases: Specific approved uses of the licensed material
7. Appendix B - Security Requirements: Security standards and requirements to be maintained
8. Appendix C - Contact Details: Key contacts and escalation procedures for both parties
Authors
Affiliate
Applicable Law
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Force Majeure
Initial Term
Intellectual Property Rights
License
License Fee
License Period
Licensed Material
Licensee
Licensor
Maintenance Services
Modifications
Notice
Permitted Purpose
Permitted Users
Renewal Period
Representatives
Security Requirements
Service Levels
Specifications
Support Services
Technical Requirements
Term
Territory
Third Party
Updates
Upgrade
Usage Data
User Guidelines
Working Hours
Grant of License
License Scope
Term and Duration
Payment Terms
Usage Restrictions
Intellectual Property Rights
Confidentiality
Warranties
Representations
Liability Limitation
Indemnification
Technical Requirements
Service Levels
Maintenance and Support
Quality Control
Compliance
Audit Rights
Data Protection
Security Requirements
Performance Standards
Reporting Requirements
Territory Restrictions
Assignment
Sub-licensing
Force Majeure
Termination
Post-Termination
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendments
Third Party Rights
Waiver
Counterparts
Information Technology
Software Development
Telecommunications
Manufacturing
Healthcare
Pharmaceuticals
Media and Entertainment
Research and Development
Education
Biotechnology
Financial Services
Automotive
Consumer Electronics
Digital Content
Industrial Technology
Legal
Intellectual Property
Commercial
Business Development
Technology
Software Development
Compliance
Operations
Product Management
Research and Development
Procurement
Finance
Risk Management
Legal Counsel
Intellectual Property Manager
Licensing Manager
Contract Manager
Business Development Director
Chief Technology Officer
Chief Legal Officer
Commercial Director
Software Development Manager
Product Manager
Technology Transfer Officer
IP Rights Administrator
General Counsel
Compliance Officer
Operations Manager
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