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Perpetual Software License
"I need a Perpetual Software License agreement for licensing our enterprise accounting software to large corporations in India, with specific provisions for data protection compliance and source code escrow arrangements."
1. Parties: Identification of the licensor and licensee with full legal names, addresses, and company registration details
2. Background: Context of the agreement, brief description of the software, and purpose of the license
3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement
4. Grant of License: Scope and nature of the perpetual license, including usage rights and restrictions
5. License Fees: One-time license fee details, payment terms, and any applicable taxes
6. Intellectual Property Rights: Assertion of ownership rights, protection of IP, and restrictions on modification
7. Licensee Obligations: Requirements and restrictions on licensee's use of the software
8. Technical Requirements: Minimum system requirements and technical specifications for software operation
9. Warranties: Software performance warranties and disclaimers
10. Support and Maintenance: Terms for ongoing technical support and maintenance services
11. Confidentiality: Protection of confidential information and trade secrets
12. Limitation of Liability: Caps on liability and exclusions of certain types of damages
13. Term and Termination: Duration of perpetual license and circumstances for termination
14. Governing Law and Jurisdiction: Application of Indian law and jurisdiction for dispute resolution
15. General Provisions: Standard boilerplate clauses including notices, assignment, and severability
1. Source Code Escrow: Terms for source code escrow arrangement, used when licensee requires access to source code under specific conditions
2. Data Protection: Specific data handling and privacy requirements, needed when software processes personal data
3. Export Control: Compliance with export control laws, required for international use of software
4. Third-Party Software: Terms relating to incorporated third-party software components, needed when software includes third-party elements
5. Professional Services: Terms for additional implementation or customization services, included when professional services are part of the deal
6. Service Level Agreement: Performance metrics and service levels, needed when specific performance guarantees are required
7. Disaster Recovery: Business continuity and disaster recovery requirements, important for business-critical software
8. Insurance: Insurance requirements for either party, included for high-value or high-risk implementations
1. Schedule A - Software Description: Detailed description of the software, including all modules, features, and functionality
2. Schedule B - Technical Specifications: Detailed technical requirements, system specifications, and compatibility requirements
3. Schedule C - License Fees: Detailed breakdown of license fees and payment schedule
4. Schedule D - Support Services: Detailed description of support and maintenance services, including service levels
5. Schedule E - Authorized Users: Definition and limitations of authorized users and usage parameters
6. Appendix 1 - Installation Guide: Technical documentation for software installation and configuration
7. Appendix 2 - Acceptance Testing: Acceptance testing procedures and criteria
8. Appendix 3 - Security Requirements: Detailed security requirements and compliance standards
Authors
Affiliate
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Intellectual Property Rights
License Fee
Licensed Software
Maintenance Services
Modifications
Object Code
Permitted Purpose
Personnel
Source Code
Specifications
Support Services
System Requirements
Technical Requirements
Territory
Third-Party Software
Updates
Upgrades
User Manual
Virus
Warranty Period
Work Product
Working Hours
Designated Location
Emergency Maintenance
Error
Force Majeure Event
Implementation Services
Instance
License Key
Scheduled Maintenance
Security Requirements
Service Level Agreement
Software Module
Test Environment
Production Environment
User Interface
Intellectual Property Claims
Maintenance Release
Performance Standards
Software Materials
License Grant
Intellectual Property
Payment
Technical Requirements
Installation
Support and Maintenance
Warranties
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Term and Termination
Force Majeure
Assignment
Audit Rights
Security
Compliance
Export Control
Dispute Resolution
Governing Law
Insurance
Notice
Entire Agreement
Severability
Waiver
Amendment
Counterparts
Non-Solicitation
Survival
Performance
Documentation
Training
Acceptance Testing
Service Levels
Third-Party Software
User Rights
Usage Restrictions
Escrow
Disaster Recovery
Information Technology
Banking and Financial Services
Healthcare
Education
Manufacturing
Retail
Government and Public Sector
Telecommunications
Professional Services
Energy and Utilities
Transportation and Logistics
Media and Entertainment
Legal
Information Technology
Procurement
Compliance
Finance
Risk Management
Vendor Management
Software Asset Management
Contract Administration
Information Security
Chief Technology Officer
IT Director
Legal Counsel
Procurement Manager
Software Licensing Manager
Compliance Officer
Contract Manager
Chief Information Officer
IT Asset Manager
Chief Legal Officer
Technology Procurement Specialist
Software Asset Manager
Vendor Management Officer
Chief Financial Officer
Risk Management Officer
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