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Inbound License Agreement
"Need an Inbound License Agreement for receiving software development tools from a Singapore-based tech company, including source code access and maintenance support, with implementation starting March 2025."
1. Parties: Identifies and defines the contracting parties (Licensor and Licensee)
2. Background: Contextual information about the license arrangement and purpose
3. Definitions: Key terms used throughout the agreement
4. Grant of License: Specific rights being licensed, including scope, territory, and duration
5. License Fees: Payment terms, amounts, and schedule
6. IP Rights and Ownership: Clarification of IP ownership and protection measures
7. Confidentiality: Protection of confidential information
8. Term and Termination: Duration and termination provisions
9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction details
1. Technical Support: Support services provided by licensor - include when the license includes technical support services
2. Source Code Escrow: Terms for source code protection and access - include for software licenses where source code protection is critical
3. Data Protection: PDPA compliance provisions - include when personal data processing is involved
4. Export Controls: Export compliance provisions - include for international licensing arrangements
5. Maintenance and Updates: Terms regarding maintenance services and updates - include when ongoing maintenance is part of the license
1. Schedule 1 - Licensed Materials: Detailed description of licensed IP/materials
2. Schedule 2 - Technical Specifications: Technical details and requirements of the licensed materials
3. Schedule 3 - Fee Schedule: Detailed breakdown of fees and payment terms
4. Schedule 4 - Service Level Agreement: Performance metrics and service standards for any ongoing services
5. Schedule 5 - Support and Maintenance Terms: Detailed provisions for technical support and maintenance services
Authors
Confidential Information
Commencement Date
Documentation
Effective Date
Intellectual Property Rights
License
License Fee
Licensed Materials
Licensed Technology
Licensee
Licensor
Modifications
Permitted Purpose
Permitted Users
Representatives
Source Code
Specifications
Term
Territory
Third Party Software
Updates
Use
Working Day
Acceptance Tests
Affiliate
Background IP
Data Protection Laws
Delivery Date
Escrow Agreement
Force Majeure Event
Implementation Services
Maintenance Services
Professional Services
Service Levels
Support Services
Technical Support
Training Services
Upgrades
License Scope
License Restrictions
License Fee
Payment Terms
Intellectual Property Rights
Warranties
Representations
Confidentiality
Data Protection
Term and Duration
Termination
Force Majeure
Assignment and Sub-licensing
Liability Limitations
Indemnification
Compliance with Laws
Technical Support
Maintenance
Audit Rights
Export Control
Non-competition
Dispute Resolution
Governing Law
Entire Agreement
Severability
Notices
Amendment
Third Party Rights
Further Assurance
Source Code Escrow
Service Levels
Implementation
Training
Performance Metrics
Territory Restrictions
Marketing Rights
Anti-bribery
Insurance
Business Continuity
Change Control
Personnel
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