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Proprietary Software License Agreement
"I need a Proprietary Software License Agreement for licensing our new AI-powered analytics software to enterprise clients in the healthcare sector, with specific provisions for HIPAA compliance and data protection requirements."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the software
3. Definitions: Key terms used throughout the agreement
4. License Grant: Scope and nature of the software license being granted
5. License Restrictions: Specific limitations on use of the software
6. Intellectual Property Rights: Ownership and protection of IP rights
7. Payment Terms: License fees, payment schedule, and related terms
8. Term and Termination: Duration of agreement and termination conditions
1. Support and Maintenance: Terms for ongoing technical support and updates - include when ongoing support services are part of the agreement
2. Data Protection: Provisions for handling personal or sensitive data - include when software processes personal data
3. Export Control: Compliance with export regulations - include when software may be used internationally
4. Source Code Escrow: Terms for source code protection and access - include when source code access might be needed in specific circumstances
1. Schedule 1 - Software Description: Detailed technical specifications of the licensed software
2. Schedule 2 - License Fees: Detailed breakdown of license fees and payment terms
3. Schedule 3 - Service Level Agreement: Performance metrics and service standards for support services
4. Schedule 4 - Acceptable Use Policy: Guidelines for acceptable use of the software
Authors
Authorized Users
Confidential Information
Documentation
Effective Date
Fees
Initial Term
Intellectual Property Rights
License
License Term
Licensed Software
Licensor
Licensee
Maintenance Services
Modifications
Object Code
Permitted Use
Proprietary Rights
Software Updates
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third Party Software
Updates
Upgrades
User Manual
Warranty Period
License Restrictions
Intellectual Property Rights
Payment Terms
Confidentiality
Warranties
Liability Limitations
Indemnification
Term and Termination
Support and Maintenance
Audit Rights
Export Control
Data Protection
Force Majeure
Assignment
Non-Competition
Governing Law
Dispute Resolution
Notice Requirements
Severability
Entire Agreement
Software Installation
Access Rights
Usage Monitoring
Backup and Recovery
Security Requirements
Training and Documentation
Acceptance Testing
Service Levels
Escrow Provisions
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Our bank-grade security infrastructure undergoes regular external audits
We are ISO27001 certified, so your data is secure
Organizational security
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Innovation in privacy:
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Together, we ran a £1 million research project on privacy and anonymity in legal contracts
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