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1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, brief description of the software, and purpose of the license
3. Definitions: Definitions of key terms used throughout the agreement
4. License Grant: Scope of the license, permitted uses, and restrictions on use
5. Intellectual Property Rights: Ownership of IP rights, protection measures, and infringement provisions
6. License Fees and Payment Terms: Payment obligations, payment schedule, and consequences of non-payment
7. Term and Termination: Duration of the agreement, renewal terms, and termination rights
8. Warranties and Representations: Warranties regarding software functionality, IP rights, and compliance with laws
9. Support and Maintenance: Support services, maintenance updates, and response times
10. Confidentiality: Protection of confidential information and trade secrets
11. Limitation of Liability: Caps on liability and exclusions of certain types of damages
12. Indemnification: Mutual indemnification obligations for various risks
13. Governing Law and Jurisdiction: Choice of Indian law and jurisdiction for dispute resolution
14. General Provisions: Standard boilerplate clauses including notices, assignment, and severability
1. Data Protection and Privacy: Required when the software processes personal data or sensitive information
2. Third Party Components: Needed when the software incorporates third-party software or open-source components
3. Professional Services: Include when implementation, training, or consulting services are part of the agreement
4. Service Level Agreement: Required for cloud-based software or when specific performance levels are guaranteed
5. Disaster Recovery: Important for business-critical software or cloud-based solutions
6. Export Control: Required when software may be subject to export control regulations
7. Source Code Escrow: Optional protection mechanism for business-critical software
8. Audit Rights: Include when usage monitoring or compliance verification is required
1. Schedule A - Software Description: Detailed description of the software, including modules and functionality
2. Schedule B - Technical Requirements: Hardware, software, and network requirements for the software
3. Schedule C - License Fees: Detailed breakdown of license fees, payment schedules, and pricing terms
4. Schedule D - Support Services: Detailed support and maintenance terms, including SLAs if applicable
5. Schedule E - Authorized Users: Definition and number of authorized users or usage metrics
6. Appendix 1 - Third Party Components: List of third-party components and their respective license terms
7. Appendix 2 - Data Processing Terms: Detailed data protection and privacy requirements if applicable
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Fees
Force Majeure
Intellectual Property Rights
License Term
Licensed Software
Maintenance Services
Modifications
Object Code
Personal Data
Proprietary Rights
Software
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third Party Components
Updates
Upgrades
User Manual
Virus
Work Product
Working Hours
Critical Bug
Developer Tools
Escrow Agent
Implementation Services
License Key
Permitted Purpose
Production Environment
Service Level Agreement
Software Modules
Technical Support
Acceptance Tests
Authorized Devices
Backup Copy
Designated Location
Error
Installation Site
Interface
Major Release
Minor Release
Operating Environment
Patch
Response Time
Security Breach
Test Environment
Training Materials
User Interface
Warranty Period
Usage Rights
Intellectual Property
Payment Terms
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Term and Termination
Support and Maintenance
Force Majeure
Assignment
Audit Rights
Compliance
Technical Requirements
Security
Service Levels
Documentation
Training
Implementation
Source Code
Third Party Rights
Export Control
Dispute Resolution
Governing Law
Notice
Anti-corruption
Amendment
Severability
Entire Agreement
Interpretation
Waiver
Survival
Non-solicitation
Escrow
Insurance
Acceptance Testing
Change Control
Business Continuity
Sub-licensing
Information Technology
Banking and Financial Services
Healthcare
E-commerce
Manufacturing
Education
Telecommunications
Professional Services
Retail
Insurance
Government and Public Sector
Media and Entertainment
Legal
Information Technology
Procurement
Compliance
Risk Management
Information Security
Vendor Management
Contract Administration
Software Asset Management
Enterprise Architecture
Chief Technology Officer
IT Director
Legal Counsel
Procurement Manager
Software Licensing Manager
Compliance Officer
Contract Manager
Information Security Officer
Technology Risk Manager
Business Development Manager
Enterprise Architect
Software Asset Manager
Vendor Management Officer
Chief Information Officer
Legal Operations Manager
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