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Non Perpetual License
I need a Non-Perpetual License Agreement for licensing our proprietary software to European healthcare providers, with a 2-year initial term starting January 1, 2025, including strict data protection clauses and requirements for regular security audits.
1. Parties: Identification of the licensor and licensee with full legal names and registration details
2. Background: Context of the agreement and brief description of the licensed material/technology
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope and nature of the license, including territory, field of use, and duration
5. License Period: Specific details about the duration of the license, renewal terms, and expiration
6. License Fees: Payment terms, amounts, payment schedule, and any adjustments
7. Intellectual Property Rights: Ownership and protection of IP rights, including any improvements or modifications
8. Obligations of the Licensor: Licensor's responsibilities including delivery, maintenance, and support
9. Obligations of the Licensee: Licensee's responsibilities including usage restrictions and reporting requirements
10. Warranties and Representations: Warranties provided by both parties regarding the licensed material and authority to contract
11. Limitation of Liability: Limits on liability and indemnification provisions
12. Confidentiality: Protection of confidential information exchanged under the agreement
13. Termination: Grounds for termination, notice requirements, and consequences of termination
14. Post-Termination Obligations: Obligations surviving termination and wind-down procedures
15. General Provisions: Standard provisions including governing law, notices, and amendment procedures
1. Quality Control: Required when the license involves branded products or services requiring quality standards
2. Source Code Escrow: Applicable for software licenses where source code protection is needed
3. Training and Support: When the license includes provision of training or technical support services
4. Export Control: Required when licensed material may be subject to export regulations
5. Data Protection: Necessary when the licensed product involves processing personal data
6. Sublicensing Rights: Include when licensee is permitted to sublicense to third parties
7. Performance Requirements: When license includes minimum performance or sales targets
8. Insurance: When specific insurance coverage is required for the licensed activities
9. Audit Rights: When licensor requires right to audit licensee's use or revenue reporting
1. Schedule 1 - Licensed Material: Detailed description of the licensed intellectual property or technology
2. Schedule 2 - Technical Specifications: Technical requirements and specifications for the licensed material
3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees, payment terms, and calculation methods
4. Schedule 4 - Service Levels: Service level agreements and support requirements if applicable
5. Schedule 5 - Approved Sublicensees: List of approved sublicensees if sublicensing is permitted
6. Appendix A - Compliance Requirements: Specific compliance requirements and standards to be maintained
7. Appendix B - Report Templates: Templates for required reporting under the license
8. Appendix C - Contact Details: Key contacts and notice details for both parties
Authors
Agreement
Authorized Users
Background IP
Business Day
Confidential Information
Documentation
Effective Date
Force Majeure Event
Intellectual Property Rights
License Fee
License Period
Licensed Material
License Territory
Maintenance Services
Modifications
Notice
Permitted Purpose
Renewal Period
Reports
Service Levels
Specifications
Support Services
Technical Information
Term
Third Party Materials
Updates
Usage Data
Working Hours
Improvements
Installation Site
License Keys
Maintenance Release
Quality Standards
Regulatory Requirements
Revenue
Source Code
Technical Requirements
User Guidelines
Version
Duration and Renewal
Payment Terms
Intellectual Property Rights
Usage Restrictions
Confidentiality
Warranties
Indemnification
Limitation of Liability
Technical Requirements
Quality Control
Support and Maintenance
Audit Rights
Record Keeping
Performance Obligations
Regulatory Compliance
Force Majeure
Assignment
Termination
Post-Termination Obligations
Dispute Resolution
Governing Law
Data Protection
Export Control
Notices
Entire Agreement
Amendment
Severability
Third Party Rights
Waiver
Insurance
Reporting Requirements
Sublicensing
Territory Restrictions
Training
Information Technology
Software Development
Manufacturing
Healthcare
Biotechnology
Media and Entertainment
Telecommunications
Financial Services
Professional Services
Research and Development
Pharmaceuticals
Consumer Electronics
Industrial Technology
Publishing
Gaming
Legal
Commercial
Intellectual Property
Business Development
Operations
Compliance
Product Development
Sales
Information Technology
Research & Development
Finance
Risk Management
Legal Counsel
Contract Manager
Intellectual Property Manager
Commercial Director
Chief Technology Officer
Business Development Manager
Licensing Manager
Compliance Officer
Product Manager
Operations Director
Chief Executive Officer
Technology Transfer Officer
IP Rights Administrator
General Counsel
Sales Director
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