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Custom Software License Agreement
I need a Custom Software License Agreement for a UAE-based fintech company licensing AI-powered payment processing software to banks, with strict data security requirements and source code escrow provisions.
1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, description of the software, and parties' intentions
3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement
4. Grant of License: Scope of the license, usage rights, and restrictions
5. License Fees and Payment Terms: Financial terms, payment schedule, and currency specifications
6. Intellectual Property Rights: Ownership of IP, protection measures, and infringement procedures
7. Confidentiality: Protection of trade secrets, source code, and business information
8. Warranties and Representations: Software performance guarantees and compliance with UAE laws
9. Support and Maintenance: Technical support scope, maintenance terms, and service levels
10. Term and Termination: Duration, renewal terms, and termination circumstances
11. Limitation of Liability: Liability caps and exclusions compliant with UAE law
12. Governing Law and Jurisdiction: UAE law application and dispute resolution procedures
1. Source Code Escrow: Required when source code access might be needed in specific circumstances
2. Data Protection and Privacy: Necessary when personal data processing is involved
3. Export Control: Required for international software distribution
4. Training and Implementation: Include when software deployment requires user training
5. Disaster Recovery: Necessary for business-critical software applications
6. Third-Party Software Components: Required when the software includes third-party elements
7. Hardware Requirements: Include when specific hardware is needed for software operation
8. Geographic Restrictions: Necessary when license is limited to specific territories
1. Schedule 1 - Software Description: Detailed technical specifications and functionality
2. Schedule 2 - License Fees: Detailed breakdown of all applicable fees and payment terms
3. Schedule 3 - Service Level Agreement: Performance metrics, response times, and support levels
4. Schedule 4 - Implementation Plan: Timeline and milestones for software deployment
5. Schedule 5 - Authorized Users: Definition and limitations of authorized user categories
6. Schedule 6 - Technical Requirements: Hardware and system requirements for software operation
7. Appendix A - Support and Maintenance Procedures: Detailed support processes and escalation procedures
8. Appendix B - Security Requirements: Security standards and compliance requirements
Authors
Authorized Users
Business Day
Confidential Information
Configuration
Custom Software
Documentation
Effective Date
Enhancement
Error
Intellectual Property Rights
License Fee
License Term
Maintenance Services
Modification
Object Code
Performance Standards
Permitted Purpose
Professional Services
Security Requirements
Service Levels
Software
Source Code
Specifications
Support Hours
Support Services
System Requirements
Technical Infrastructure
Territory
Third Party Software
Updates
User Manual
Warranty Period
Work Product
Payment Terms
Intellectual Property Rights
Confidentiality
Warranties
Liability
Indemnification
Term and Termination
Support and Maintenance
Technical Requirements
Data Protection
Security
Compliance
Force Majeure
Assignment
Dispute Resolution
Governing Law
Notices
Implementation
Training
Service Levels
Access Rights
Audit Rights
Export Control
Source Code
Acceptance Testing
Performance Standards
Modifications
Third Party Rights
Insurance
Information Technology
Banking and Financial Services
Healthcare
Real Estate
Manufacturing
Retail
Government and Public Sector
Education
Telecommunications
Professional Services
E-commerce
Transportation and Logistics
Legal
Information Technology
Procurement
Compliance
Information Security
Software Development
Risk Management
Operations
Finance
Business Development
Chief Technology Officer
Legal Counsel
IT Director
Software Development Manager
Procurement Manager
Compliance Officer
Information Security Manager
Contract Manager
Chief Information Officer
Technology Licensing Manager
Business Development Director
Chief Legal Officer
IT Project Manager
Risk Management Officer
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