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License And Service Agreement
"I need a License and Service Agreement for my SaaS company to license our HR management software to enterprise clients in New Zealand, including implementation services and ongoing technical support, with the agreement starting from March 2025."
1. Parties: Identifies and provides details of the contracting parties - Licensor/Service Provider and Licensee/Customer
2. Background: Contextual information explaining the purpose of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. License Grant: Specifies the scope, nature, and limitations of the license being granted
5. Services: Details the services to be provided, including scope, delivery methods, and service levels
6. Fees and Payment: Outlines licensing fees, service charges, payment terms, and billing procedures
7. Term and Termination: Specifies agreement duration, renewal provisions, and termination circumstances
8. Intellectual Property Rights: Establishes ownership and protection of IP, including pre-existing and newly created IP
9. Confidentiality: Defines confidential information and obligations regarding its protection
10. Data Protection and Privacy: Addresses handling of personal data and compliance with Privacy Act 2020
11. Warranties and Representations: States warranties regarding services, licensed materials, and compliance with laws
12. Liability and Indemnification: Sets liability limitations and indemnification obligations
13. Force Majeure: Addresses circumstances beyond parties' control affecting performance
14. General Provisions: Contains standard boilerplate clauses including notices, assignment, and governing law
1. Service Level Agreement: Detailed service performance metrics and remedies - include for complex service arrangements
2. Change Management: Procedures for implementing changes to services or licensed materials - for agreements expecting evolution
3. Disaster Recovery: Business continuity and disaster recovery procedures - for critical services
4. Security Requirements: Specific security protocols and compliance requirements - for handling sensitive data
5. Training and Support: Details of training and support services - for complex products/services
6. Audit Rights: Rights to audit compliance and usage - for high-value or regulated services
7. Implementation Services: Details of implementation or transition services - for complex deployments
8. Third-Party Terms: Terms relating to third-party products or services - when incorporating external elements
1. Schedule 1 - Licensed Materials: Detailed description of licensed software, content, or materials
2. Schedule 2 - Service Specifications: Detailed technical specifications of services to be provided
3. Schedule 3 - Service Levels: Specific service level metrics, measurements, and remedies
4. Schedule 4 - Fee Schedule: Detailed pricing, payment terms, and fee calculations
5. Schedule 5 - Support Services: Support service details including response times and escalation procedures
6. Schedule 6 - Security Requirements: Detailed security protocols and compliance requirements
7. Appendix A - Technical Requirements: Technical specifications for implementation or integration
8. Appendix B - Acceptable Use Policy: Rules and restrictions for use of licensed materials and services
Authors
Authorized Users
Business Day
Confidential Information
Customer Data
Documentation
Effective Date
Fees
Force Majeure Event
Intellectual Property Rights
Licensed Materials
License Term
Maintenance Services
Personal Information
Professional Services
Service Levels
Service Credits
Services
Software
Specifications
Support Services
Term
Territory
Third-Party Materials
Updates
Upgrades
User Acceptance Testing
Virus
Work Product
Service Hours
Response Time
Resolution Time
Critical Incident
Major Incident
Minor Incident
Change Request
Acceptance Criteria
Background IP
Developed IP
Disaster Recovery Plan
Good Industry Practice
Implementation Services
Integration
Performance Standards
Security Requirements
Service Availability
Service Credits
Service Provider Systems
Source Code
Subscription Fees
Technical Requirements
Transition Services
Warranty Period
Service Provision
Payment
Intellectual Property
Confidentiality
Data Protection
Service Levels
Support Services
Term and Termination
Warranties
Indemnification
Limitation of Liability
Force Majeure
Change Management
Dispute Resolution
Governing Law
Assignment
Subcontracting
Audit Rights
Security
Disaster Recovery
Performance Standards
Training
Implementation
Integration
Acceptance Testing
Maintenance
Updates and Upgrades
Documentation
User Access
Usage Restrictions
Export Control
Insurance
Notice
Entire Agreement
Severability
Third Party Rights
Amendment
Waiver
Compliance with Laws
Anti-Bribery
Competition
Information Technology
Software Development
Cloud Services
Digital Media
Professional Services
Financial Services
Healthcare
Education
Telecommunications
Manufacturing
Retail
Entertainment
Consulting
Research and Development
Legal
Procurement
Information Technology
Commercial
Operations
Sales
Business Development
Compliance
Risk Management
Vendor Management
Service Delivery
Account Management
Legal Counsel
Contract Manager
Commercial Director
Chief Technology Officer
IT Director
Procurement Manager
Software Licensing Manager
Vendor Manager
Business Development Manager
Operations Director
Chief Information Officer
Service Delivery Manager
Account Executive
Sales Director
Compliance Officer
Risk Manager
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