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Perpetual License Agreement
"I need a Perpetual License Agreement under New Zealand law for licensing our enterprise software solution to a major bank, including source code escrow provisions and 24/7 support services starting from March 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including brief description of the licensed material and purpose
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Grant of License: Scope and nature of the perpetual license, including territory and any field-of-use restrictions
5. License Fees: One-time payment terms and any ongoing maintenance fees
6. Intellectual Property Rights: Ownership and protection of IP rights in the licensed material
7. Licensee Obligations: Key responsibilities and restrictions on the licensee's use of the licensed material
8. Technical Support and Maintenance: Terms of ongoing support and maintenance services, if any
9. Warranties and Representations: Warranties regarding ownership, non-infringement, and performance
10. Limitation of Liability: Limitations on liability and exclusions of damages
11. Confidentiality: Protection of confidential information exchanged under the agreement
12. Term and Termination: Duration of the agreement and limited circumstances for termination
13. Effects of Termination: Consequences and obligations upon termination
14. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Source Code Escrow: Required if source code is to be held in escrow as security
2. Data Protection: Required if personal data processing is involved in the licensed material
3. Export Control: Required for international licensing of controlled technology
4. Training and Implementation: Required if the license includes initial setup and training services
5. Audit Rights: Required for licenses where usage monitoring is important
6. Third Party Components: Required if the licensed material includes third-party elements
7. Service Level Agreement: Required if specific performance levels are guaranteed
8. Sub-licensing Rights: Required if licensee is permitted to sub-license
1. Schedule 1 - Licensed Material: Detailed description of the licensed software, content, or technology
2. Schedule 2 - Technical Specifications: Technical requirements and specifications of the licensed material
3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees and payment terms
4. Schedule 4 - Support and Maintenance Services: Detailed description of support services and service levels
5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Appendix A - Acceptance Testing: Testing procedures and acceptance criteria if applicable
7. Appendix B - Security Requirements: Security standards and requirements for using the licensed material
Authors
Affiliate
Agreement
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
End User
Escrow Agent
Fees
Force Majeure Event
Intellectual Property Rights
Licensed Material
Licensed Software
License Fee
Maintenance Services
Modifications
New Version
Normal Business Hours
Operating Environment
Permitted Purpose
Personal Data
Representative
Security Requirements
Service Levels
Source Code
Specifications
Support Services
System
Technical Requirements
Territory
Third Party Components
Updates
Upgrades
User Documentation
Virus
Working Hours
Payment
Intellectual Property Rights
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Technical Support
Maintenance
Service Levels
Security
Audit Rights
Force Majeure
Assignment
Sub-licensing
Territory Restrictions
Usage Rights
Implementation
Training
Documentation
Source Code
Acceptance Testing
Escrow
Third Party Rights
Export Control
Anti-Bribery
Dispute Resolution
Governing Law
Termination
Survival
Notices
Entire Agreement
Severability
Amendment
Waiver
Counterparts
Information Technology
Software Development
Media and Entertainment
Manufacturing
Healthcare
Financial Services
Telecommunications
Education
Research and Development
Biotechnology
Engineering
Professional Services
Legal
Information Technology
Procurement
Commercial
Risk and Compliance
Software Development
Product Management
Operations
Business Development
Finance
Legal Counsel
Intellectual Property Lawyer
Commercial Manager
Software Licensing Manager
Chief Technology Officer
IT Director
Product Manager
Contract Administrator
Business Development Manager
Risk Manager
Compliance Officer
Software Development Manager
Chief Information Officer
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