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1. Parties: Identification of licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, brief description of the software, and purpose of white labeling
3. Definitions and Interpretation: Definitions of key terms including Software, White Label Rights, Territory, and Intellectual Property Rights
4. Grant of License: Scope of license, white labeling rights, and usage permissions
5. White Label Rights and Obligations: Specific rights and restrictions regarding rebranding, modification, and distribution
6. License Fees and Payment Terms: Financial terms, payment schedule, and pricing structure
7. Intellectual Property Rights: Ownership of IP, protection measures, and infringement procedures
8. Technical Requirements and Support: Software specifications, maintenance, updates, and support services
9. Data Protection and Security: Compliance with NDPR and security requirements
10. Confidentiality: Protection of confidential information and trade secrets
11. Warranties and Representations: Standard warranties regarding software functionality and IP rights
12. Limitation of Liability: Liability caps and exclusions
13. Term and Termination: Duration, renewal, and termination provisions
14. Post-Termination Obligations: Obligations and rights after agreement ends
15. General Provisions: Standard clauses including governing law, dispute resolution, and notices
1. Service Level Agreement: Detailed service levels and performance metrics - include if specific performance standards are required
2. Marketing and Promotion: Rules for marketing the white-labeled software - include if joint marketing is contemplated
3. Territory Restrictions: Geographical limitations on distribution - include if license is territory-specific
4. Source Code Escrow: Source code deposit and access conditions - include if source code access might be needed
5. Professional Services: Additional implementation or customization services - include if professional services are part of the deal
6. Audit Rights: Right to audit usage and compliance - include for high-value or high-risk licenses
7. Insurance Requirements: Specific insurance obligations - include for high-value agreements or where required by regulation
8. Change Control: Process for managing changes to software - include if frequent modifications are expected
1. Schedule 1 - Software Description: Detailed description of the software, features, and functionality
2. Schedule 2 - Technical Specifications: Technical requirements, integration specifications, and performance parameters
3. Schedule 3 - Service Level Agreement: Detailed service levels, support hours, and response times
4. Schedule 4 - Fee Schedule: Detailed pricing, payment terms, and fee calculations
5. Schedule 5 - Acceptable Use Policy: Rules and restrictions for software use and distribution
6. Schedule 6 - Data Processing Agreement: NDPR compliance requirements and data handling procedures
7. Appendix A - Branding Guidelines: Requirements and restrictions for white labeling and rebranding
8. Appendix B - Support and Maintenance Services: Detailed description of support and maintenance obligations
Affiliate
Agreement
Authorized Users
Background IP
Branding Guidelines
Business Day
Confidential Information
Configuration
Customer Data
Customization
Data Protection Laws
Documentation
Effective Date
End User
End User License Agreement (EULA)
Error
Escrow Agent
Fees
Force Majeure Event
Good Industry Practice
Implementation Services
Initial Term
Intellectual Property Rights
License
License Fees
Licensed Software
Licensee Materials
Licensor Materials
Maintenance Release
Major Release
Modification
NDPR
New Version
Normal Business Hours
Notice
Operating Environment
Personal Data
Professional Services
Renewal Period
Response Time
Service Credits
Service Levels
Software
Source Code
Specification
Support Hours
Support Services
Term
Territory
Third Party Software
Update
Upgrade
User Documentation
Virus
White Label Rights
Working Hours
White Label Rights
Payment
Intellectual Property
Technical Requirements
Service Levels
Support Services
Data Protection
Confidentiality
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Audit Rights
Compliance with Laws
Change Control
Dispute Resolution
Governing Law
Notices
Insurance
Non-Competition
Representations
Subcontracting
Territory Restrictions
Third Party Rights
Entire Agreement
Severability
Waiver
Performance Obligations
Quality Requirements
Security Requirements
Acceptance Testing
Documentation
Training
Implementation
Maintenance
Source Code Escrow
Marketing Rights
Branding Requirements
End User Terms
Customer Support
Business Continuity
Export Control
Information Technology
Financial Services
Telecommunications
Healthcare
E-commerce
Professional Services
Education
Banking
Insurance
Digital Marketing
Consulting
Retail
Legal
Information Technology
Sales
Business Development
Compliance
Product Development
Operations
Procurement
Risk Management
Commercial
Technical Support
Partner Relations
Chief Technology Officer
Legal Counsel
Commercial Director
Software Licensing Manager
Business Development Manager
Product Manager
Compliance Officer
IT Director
Chief Information Officer
Operations Manager
Partnership Manager
Sales Director
Technical Account Manager
Risk Manager
Procurement Manager
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