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Embedded Software License Agreement
"Need an Embedded Software License Agreement for licensing our automotive control system software to Toyota for integration into their 2025 electric vehicle line, with specific provisions for safety certifications and source code escrow arrangements."
1. Parties: Identification of licensor and licensee with full legal details
2. Background: Context of the agreement and purpose of the license
3. Definitions: Key terms used throughout the agreement
4. License Grant: Scope and nature of the software license
5. License Restrictions: Limitations on use and distribution
6. Intellectual Property Rights: Ownership and protection of IP
7. Payment Terms: License fees and payment conditions
8. Term and Termination: Duration and termination conditions
9. Warranties and Disclaimers: Software warranties and liability limitations
10. Confidentiality: Protection of confidential information
11. General Provisions: Standard legal provisions including governing law and jurisdiction
1. Source Code Escrow: Terms for source code protection and access conditions in case of specified trigger events
2. Export Controls: Compliance requirements with export regulations and international trade laws
3. Industry-Specific Compliance: Compliance requirements for regulated industries such as healthcare, automotive, or aerospace
4. Open Source Compliance: Obligations and requirements related to open source software components
5. Security Requirements: Specific security standards and requirements for the embedded software
1. Schedule A - Software Specification: Detailed technical specifications of the embedded software
2. Schedule B - Pricing Schedule: Detailed breakdown of license fees and payment terms
3. Schedule C - Support and Maintenance Terms: Details of support services and maintenance obligations
4. Schedule D - Third-Party Components: List of third-party software components and their associated licenses
5. Schedule E - Service Level Agreement: Performance metrics and service levels for the embedded software
Authors
License Restrictions
Intellectual Property Rights
Payment Terms
Confidentiality
Warranties
Liability Limitations
Indemnification
Technical Support
Maintenance and Updates
Term and Termination
Export Control
Source Code Escrow
Audit Rights
Integration Requirements
Quality Control
Distribution Rights
Third Party Components
Compliance with Laws
Force Majeure
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