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Development Licence Agreement
"I need a Development Licence Agreement for my software company to license our proprietary AI platform to a healthcare tech developer, who will create medical diagnostic applications using our technology, with development starting in March 2025."
1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Grant of Licence: Scope and nature of the development licence being granted
5. Development Obligations: Specific obligations related to development activities and deliverables
6. Intellectual Property Rights: Ownership and protection of IP, including background IP and newly developed IP
7. Payment Terms: Financial arrangements including fees, royalties, and payment schedule
8. Confidentiality: Protection of confidential information and trade secrets
9. Warranties and Indemnities: Guarantees, warranties and indemnification provisions
10. Term and Termination: Duration of agreement and termination provisions
11. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Source Code Escrow: Provisions for source code protection and access through third-party escrow arrangements
2. Performance Metrics: Specific development targets, KPIs, and acceptance criteria
3. International Compliance: Provisions addressing cross-border regulatory requirements and compliance obligations
4. Data Protection: Specific provisions relating to GDPR and data protection compliance
5. Change Control: Procedures for managing changes to development specifications or requirements
1. Development Specifications: Detailed technical requirements, milestones, and specifications for the development work
2. Payment Schedule: Detailed breakdown of payment terms, milestone payments, and royalty calculations
3. Service Level Agreement: Performance standards, response times, and service level metrics
4. Background IP: Detailed listing of pre-existing intellectual property rights brought to the project
5. Acceptance Testing Procedures: Detailed procedures for testing and accepting deliverables
Authors
Background IP
Business Day
Commencement Date
Confidential Information
Development
Development Period
Development Plan
Development Rights
Developed IP
Documentation
Effective Date
Fee(s)
Force Majeure Event
Foreground IP
Good Industry Practice
Improvements
Initial Term
Intellectual Property Rights
Know-How
Licence
Licensed Material
Licensed Technology
Milestones
Modifications
New Version
Parties
Patent Rights
Project
Proprietary Information
Source Code
Specification
Technical Information
Term
Territory
Third Party
Trade Secrets
Updates
Working Day
Grant of Licence
Development Rights and Obligations
Development Milestones
Intellectual Property Rights
Background IP
Foreground IP
Payment Terms
Technical Support
Maintenance and Updates
Quality Control
Testing and Acceptance
Performance Standards
Documentation
Confidentiality
Data Protection
Warranties and Representations
Indemnification
Limitation of Liability
Force Majeure
Term and Termination
Effect of Termination
Assignment and Sub-licensing
Compliance with Laws
Dispute Resolution
Governing Law and Jurisdiction
Notices
Entire Agreement
Severability
Waiver
Third Party Rights
Further Assurance
Counterparts
Source Code Escrow
Export Control
Anti-corruption
Insurance
Change Control
Audit Rights
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