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Non Transferable Software License
"I need a Non-Transferable Software License agreement under German law for enterprise accounting software to be licensed to multiple corporate users, including maintenance and support services, with the initial term starting March 1, 2025."
1. Parties: Identification of licensor and licensee with full legal details
2. Background: Context of the agreement and brief description of the software
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope of license, usage rights, and explicit non-transferability provisions
5. License Restrictions: Specific prohibitions including transfer, sublicensing, modification restrictions
6. Intellectual Property Rights: Confirmation of licensor's IP ownership and licensee's limited rights
7. Payment Terms: License fees, payment schedule, and related financial terms
8. Licensee Obligations: Responsibilities of the licensee including security measures and usage compliance
9. Term and Termination: Duration of license and grounds for termination
10. Warranties and Liability: Warranty terms and limitation of liability under German law
11. Confidentiality: Protection of confidential information and trade secrets
12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
13. Final Provisions: Severability, entire agreement, and form requirements under German law
1. Data Protection: Required if the software processes personal data, addressing GDPR compliance
2. Maintenance and Support: Include if ongoing support services are provided with the license
3. Integration Services: Required if the licensor provides software integration services
4. Third-Party Software: Include if the software incorporates or depends on third-party components
5. Export Control: Required if the software is subject to export control regulations
6. Source Code Escrow: Include if source code escrow arrangements are offered
7. Service Levels: Required if specific performance levels are guaranteed
8. Audit Rights: Include for licenses where usage monitoring is critical
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software
2. Schedule 2 - License Fees: Detailed breakdown of license fees and payment terms
3. Schedule 3 - Technical Requirements: Hardware and software requirements for operating the licensed software
4. Schedule 4 - Support Services: Details of maintenance and support services if provided
5. Schedule 5 - Service Levels: Performance metrics and service levels if applicable
6. Appendix A - Authorized Users: Definition and list of authorized users or user categories
7. Appendix B - Data Processing Terms: GDPR-compliant data processing terms if applicable
Authors
Confidential Information
Documentation
Effective Date
Intellectual Property Rights
License Fee
License Term
Licensed Software
Maintenance Services
Object Code
Personal Data
Prohibited Uses
Security Requirements
Software Updates
Source Code
Specifications
Support Services
System Requirements
Technical Requirements
Territory
Third-Party Software
Use
User Credentials
Virus
Working Day
Workspace
Authorized Equipment
Authorized Location
Background IP
Backup Copy
Business Hours
Commercially Reasonable Efforts
Configuration
Critical Error
Customer Data
Delivery Date
Designated Contact
Error
Force Majeure Event
Good Industry Practice
Implementation Services
Installation
License Key
Maintenance Release
Major Release
Minor Release
Modified Code
Network
Normal Working Hours
Operating Environment
Performance Standards
Release
Response Time
Service Credits
Service Levels
Software Modification
Support Request
User Interface
Warranty Period
License Restrictions
Non-Transferability
Intellectual Property Rights
Payment Terms
Delivery and Installation
Technical Requirements
Use Restrictions
Maintenance and Support
Service Levels
Confidentiality
Data Protection
Warranties
Limitation of Liability
Indemnification
Term and Termination
Force Majeure
Assignment
Audit Rights
Compliance with Laws
Export Control
Insurance
Notice
Entire Agreement
Severability
Governing Law
Dispute Resolution
Amendment
Third Party Rights
Counterparts
Security Requirements
Documentation
Software Updates
User Access
Performance Standards
Acceptance Testing
Integration
Training
Disaster Recovery
Information Technology
Software Development
Financial Services
Healthcare
Manufacturing
Retail
Professional Services
Education
Telecommunications
Media and Entertainment
Government and Public Sector
Research and Development
Automotive
Energy and Utilities
Legal
Information Technology
Procurement
Compliance
Risk Management
Information Security
Software Development
Vendor Management
Operations
Finance
Business Development
Legal Counsel
IT Director
Chief Technology Officer
Procurement Manager
Software Licensing Manager
Compliance Officer
Contract Manager
Information Security Officer
Chief Information Officer
Business Development Manager
Legal Operations Manager
Risk Manager
Software Asset Manager
IT Procurement Specialist
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