The Development License Agreement is essential for technology development projects in Ireland where one party needs to utilize, modify, or enhance another party's proprietary technology. This agreement type is commonly used in software development, technology customization, and integration projects where the developer needs access to existing intellectual property to create new solutions. The document addresses key aspects required under Irish law and EU regulations, including license scope, development specifications, intellectual property rights, data protection compliance, and commercial terms. It's particularly relevant for technology companies, software developers, and enterprises engaging in collaborative development projects, ensuring clear allocation of rights and responsibilities while protecting both parties' interests under Irish jurisdiction.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including brief description of the technology and purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. License Grant: Scope, nature, and limitations of the license being granted
5. Development Obligations: Details of development work, milestones, and deliverables
6. Intellectual Property Rights: Ownership and rights related to existing IP and newly developed IP
7. Payment Terms: License fees, development fees, royalties, and payment schedules
8. Acceptance Testing: Procedures for testing and accepting deliverables
9. Warranties and Representations: Standard warranties regarding IP ownership, authority to contract, and quality of work
10. Confidentiality: Protection of confidential information exchanged during development
11. Term and Termination: Duration of agreement and circumstances for termination
12. General Provisions: Standard legal clauses including governing law, notices, and assignment
1. Source Code Escrow: Include when source code needs to be held in escrow for licensee protection
2. Data Protection: Include when personal data processing is involved in development
3. Open Source Software: Include when development involves use of open source components
4. Change Control: Include for complex developments requiring formal change management
5. Service Levels: Include when ongoing performance metrics need to be maintained
6. Training and Support: Include when developer will provide training or support services
7. Export Control: Include when technology may be subject to export restrictions
8. Disaster Recovery: Include when continuous availability is critical
9. Insurance: Include when specific insurance coverage is required
1. Technical Specification: Detailed technical requirements and specifications for development
2. Development Milestones: Timeline and detailed description of development phases and deliverables
3. Acceptance Criteria: Specific criteria for accepting deliverables
4. License Fees and Royalties: Detailed breakdown of all financial terms and calculations
5. Maintenance and Support Services: Details of any ongoing support obligations
6. Form of Acceptance Certificate: Template for formal acceptance of deliverables
7. Security Requirements: Specific security standards and requirements to be met
8. Third Party Software: List of third-party software components and associated licenses
Relevant legal definitions
Acceptance Criteria
Acceptance Tests
Affiliate
Applicable Law
Background IP
Business Day
Change Request
Confidential Information
Deliverables
Development Period
Development Services
Documentation
Effective Date
Escrow Agent
Force Majeure Event
Foreground IP
Implementation Schedule
Initial Term
Intellectual Property Rights
License
License Fees
Licensed Materials
Licensed Technology
Licensee
Licensor
Maintenance Services
Milestone
Object Code
Open Source Software
Patent Rights
Personal Data
Project Manager
Proprietary Rights
Renewal Term
Royalties
Service Levels
Source Code
Specifications
Statement of Work
Support Services
Technical Information
Term
Territory
Third Party Software
Trade Secrets
Updates
Upgrades
User
Work Product
Acceptance Tests
Affiliate
Applicable Law
Background IP
Business Day
Change Request
Confidential Information
Deliverables
Development Period
Development Services
Documentation
Effective Date
Escrow Agent
Force Majeure Event
Foreground IP
Implementation Schedule
Initial Term
Intellectual Property Rights
License
License Fees
Licensed Materials
Licensed Technology
Licensee
Licensor
Maintenance Services
Milestone
Object Code
Open Source Software
Patent Rights
Personal Data
Project Manager
Proprietary Rights
Renewal Term
Royalties
Service Levels
Source Code
Specifications
Statement of Work
Support Services
Technical Information
Term
Territory
Third Party Software
Trade Secrets
Updates
Upgrades
User
Work Product
Clauses
License Grant
Development Obligations
Intellectual Property Rights
Payment
Acceptance Testing
Warranties
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Term and Termination
Force Majeure
Assignment
Subcontracting
Change Control
Source Code Escrow
Service Levels
Support and Maintenance
Documentation
Training
Audit Rights
Insurance
Dispute Resolution
Governing Law
Export Control
Non-Competition
Non-Solicitation
Notices
Entire Agreement
Severability
Waiver
Third Party Rights
Counterparts
Security Requirements
Open Source Compliance
Quality Assurance
Development Obligations
Intellectual Property Rights
Payment
Acceptance Testing
Warranties
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Term and Termination
Force Majeure
Assignment
Subcontracting
Change Control
Source Code Escrow
Service Levels
Support and Maintenance
Documentation
Training
Audit Rights
Insurance
Dispute Resolution
Governing Law
Export Control
Non-Competition
Non-Solicitation
Notices
Entire Agreement
Severability
Waiver
Third Party Rights
Counterparts
Security Requirements
Open Source Compliance
Quality Assurance
Relevant Industries
Information Technology
Software Development
Financial Services
Healthcare Technology
Educational Technology
Telecommunications
Gaming and Entertainment
Industrial Automation
Artificial Intelligence
Internet of Things
Biotechnology
Research and Development
Defense Technology
Clean Technology
Relevant Teams
Legal
Information Technology
Software Development
Research and Development
Procurement
Intellectual Property
Commercial
Product Development
Innovation
Business Development
Contract Management
Relevant Roles
Chief Technology Officer
Head of Legal
IP Counsel
Software Development Manager
Legal Counsel
Procurement Manager
Contract Manager
Technology Director
Product Manager
Innovation Director
Commercial Director
Research Director
Development Team Lead
Licensing Manager
Business Development Manager
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