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Digital Licensing Agreement
"I need a Digital Licensing Agreement for my software company to license our new AI analytics platform to enterprise customers in the UK, with specific provisions for data protection and source code protection, starting from March 2025."
1. Parties: Details of the licensor and licensee including registered addresses and company numbers
2. Background: Context of the agreement and brief description of the digital content being licensed
3. Definitions: Key terms used throughout the agreement including 'Licensed Content', 'Intellectual Property Rights', 'Territory'
4. Grant of License: Scope of the license, including territory, duration, and usage rights
5. Payment Terms: License fees, payment schedule, and related financial terms
6. Intellectual Property Rights: Ownership assertions and IP protection measures
7. Warranties and Representations: Standard warranties from both parties
8. Term and Termination: Duration of agreement and termination provisions
1. Service Levels: Technical performance requirements for software or platform licensing
2. Data Protection: GDPR compliance provisions for agreements involving personal data processing
3. Source Code Escrow: Source code protection provisions for software licensing where source code access might be needed
4. Territory Restrictions: Specific geographical limitations for territorially restricted licenses
1. Schedule 1 - Licensed Content: Detailed description of licensed digital content
2. Schedule 2 - Technical Specifications: Technical requirements and specifications
3. Schedule 3 - Fee Schedule: Detailed breakdown of fees and payment terms
4. Schedule 4 - Service Level Agreement: Detailed service levels and performance metrics
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms
Authors
Applicable Laws
Business Day
Charges
Commencement Date
Confidential Information
Data Protection Legislation
Documentation
Effective Date
Force Majeure Event
Initial Term
Intellectual Property Rights
Licensed Content
Licensed Materials
Licensed Software
Licensee
Licensor
Maintenance Release
New Version
Normal Business Hours
Permitted Purpose
Platform
Service Levels
Source Code
Specification
Support Services
Term
Territory
Third Party Software
Updates
User
Virus
Working Hours
License Restrictions
Intellectual Property Rights
Delivery and Installation
Service Levels
Support Services
Licensee Obligations
Licensor Obligations
Fees and Payment
Data Protection
Confidentiality
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment and Subcontracting
Audit Rights
Export Control
Source Code Escrow
Updates and Maintenance
Technical Requirements
Territory Restrictions
Usage Monitoring
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Third Party Rights
Waiver
Variation
Counterparts
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