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Restricted Use Agreement
"I need a Restricted Use Agreement for licensing our proprietary machine learning software to Indonesian universities, with specific limitations on the number of concurrent users and a requirement that the software can only be used for academic research purposes, starting from March 2025."
1. Parties: Identification of all parties to the agreement, including full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the restricted use arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Scope of Use: Clear delineation of permitted and prohibited uses of the subject matter
5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
6. User Obligations: Specific responsibilities and requirements for the user when utilizing the subject matter
7. Monitoring and Compliance: Methods and procedures for monitoring usage and ensuring compliance
8. Intellectual Property Rights: Statement of ownership and IP rights related to the subject matter
9. Confidentiality: Obligations regarding confidential information shared during the agreement
10. Warranties and Representations: Statements of assurance from both parties regarding their authority and the subject matter
11. Limitation of Liability: Limitations on parties' liability under the agreement
12. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution procedures
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Security Requirements: Specific security measures required when handling sensitive materials or data
2. Technical Requirements: Technical specifications or requirements for proper usage, particularly relevant for software or technical equipment
3. Training and Support: Details of any training or support provided to ensure proper use
4. Insurance: Insurance requirements if the restricted use involves high-risk activities or valuable assets
5. Export Control: Export control provisions if the subject matter is subject to international trade restrictions
6. Data Protection: Specific data protection requirements if personal data processing is involved
7. Audit Rights: Detailed audit procedures if regular auditing of usage is required
8. Geographic Restrictions: Specific territorial limitations on usage if applicable
1. Schedule 1 - Description of Restricted Items: Detailed description of the items, materials, or information subject to restricted use
2. Schedule 2 - Permitted Uses: Comprehensive list of specifically permitted uses and activities
3. Schedule 3 - Prohibited Uses: Detailed list of explicitly prohibited uses and activities
4. Schedule 4 - Fee Schedule: Details of any fees, royalties, or payments associated with the restricted use
5. Schedule 5 - Technical Specifications: Technical requirements or specifications for proper implementation
6. Schedule 6 - Security Protocols: Detailed security procedures and requirements if applicable
7. Schedule 7 - Authorized Users: List of authorized users or roles permitted to access or use the subject matter
8. Appendix A - Compliance Checklist: Checklist for monitoring and maintaining compliance with usage restrictions
Authors
Authorized Purpose
Authorized Users
Confidential Information
Effective Date
Intellectual Property Rights
Licensed Materials
Permitted Use
Prohibited Use
Restricted Items
Security Requirements
Term
Territory
Usage Period
Access Credentials
Affiliate
Background IP
Compliance Requirements
Data
Documentation
Force Majeure
Improvements
License Fee
Monitoring System
Notice
Operating Requirements
Performance Standards
Quality Standards
Related Rights
Reporting Period
Security Breach
Service Levels
Specifications
Technical Requirements
Third Party Materials
Usage Data
Usage Reports
User Guidelines
Working Day
Applicable Laws
Authorized Representatives
Commencement Date
Designated Site
Emergency
Exploitation
Indonesian Law
Implementation Period
Liability Cap
Material Breach
Modifications
Project
Regulatory Requirements
Support Services
Technology
Usage Restrictions
Grant of Rights
Scope of Use
Usage Restrictions
Term and Termination
Payment
Confidentiality
Intellectual Property
Security Requirements
Access Control
Monitoring and Reporting
Audit Rights
Compliance
Warranties
Liability
Indemnification
Force Majeure
Assignment
Data Protection
Technical Requirements
Support Services
Quality Control
Change Management
Notice
Dispute Resolution
Governing Law
Entire Agreement
Severability
Third Party Rights
Amendment
Export Control
Insurance
Territory Restrictions
Non-Competition
Emergency Procedures
Training Requirements
Technology
Software Development
Manufacturing
Research and Development
Pharmaceuticals
Healthcare
Financial Services
Telecommunications
Education
Defense and Security
Media and Entertainment
Biotechnology
Industrial Design
Energy
Legal
Compliance
Intellectual Property
Information Security
Risk Management
Operations
Research and Development
Product Development
Business Development
Information Technology
Data Protection
Contract Administration
Legal Counsel
Compliance Officer
Intellectual Property Manager
Licensing Manager
Contract Administrator
Chief Technology Officer
Information Security Officer
Risk Manager
Operations Director
Research Director
Product Manager
Business Development Manager
Chief Innovation Officer
Technology Transfer Officer
Data Protection Officer
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