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1. Parties: Identification of licensor and licensee entities
2. Background: Context of the agreement and purpose of the software license
3. Definitions: Key terms used throughout the agreement including Software, Licensed Users, Territory, etc.
4. License Grant: Scope and nature of the software license being granted, including user limitations
5. License Restrictions: Limitations on use of the software, prohibited activities, and user access controls
6. Payment Terms: License fees, payment conditions, and any usage-based pricing
7. Intellectual Property Rights: Ownership of IP, protection of rights, and third-party components
8. Warranties and Disclaimers: Software performance warranties and limitation of warranties
9. Term and Termination: Duration of license, renewal terms, and termination conditions
10. Governing Law: Applicable law and jurisdiction for dispute resolution
1. Data Protection: Privacy and data handling provisions when software processes personal data
2. Service Level Agreement: Performance standards and metrics for cloud-based or hosted software
3. Export Controls: Export compliance provisions for international use
4. Source Code Escrow: Terms for source code escrow arrangements if required by licensee
5. Professional Services: Terms for implementation, training, or consulting services if provided
1. Schedule A - Licensed Software: Detailed description of software components, modules, and features covered by the license
2. Schedule B - Technical Specifications: Technical requirements, system specifications, and compatibility requirements
3. Schedule C - Service Level Agreement: Detailed service levels, performance metrics, and remedies for cloud-based solutions
4. Schedule D - Support and Maintenance: Terms of technical support, maintenance services, and response times
5. Schedule E - Fee Schedule: Detailed breakdown of license fees, user tiers, and payment terms
Authorized Users
Confidential Information
Documentation
Effective Date
Intellectual Property Rights
License Fee
Licensed Software
Maintenance Services
Modifications
Payment Terms
Permitted Use
Service Level Agreement
Software Updates
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third-Party Software
User Credentials
User Limit
Warranty Period
Work Product
License Restrictions
Intellectual Property Rights
User Management
Payment Terms
Delivery and Installation
Maintenance and Support
Service Levels
Warranties
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Term and Termination
Force Majeure
Assignment
Audit Rights
Export Controls
Governing Law
Dispute Resolution
Notices
Security Requirements
Backup and Recovery
Training and Documentation
Third-Party Software
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