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Enterprise License Agreement Generator for United Arab Emirates

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Key Requirements PROMPT example:

Enterprise License Agreement

I need an Enterprise License Agreement for a UAE-based healthcare provider licensing cloud-based patient management software, with implementation starting March 2025 and including strict data protection provisions for handling patient data.

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Document background
The Enterprise License Agreement (ELA) is designed for organizations seeking to implement enterprise-wide software solutions in the UAE market. This agreement is particularly relevant when deploying software across multiple departments or entities within an organization, requiring comprehensive terms for licensing, implementation, and ongoing support. It addresses specific UAE legal requirements including compliance with Federal Law No. 1 of 2006 (Electronic Commerce Law), Federal Law No. 37 of 2021 (Data Protection Law), and other relevant regulations. The ELA typically includes detailed provisions for software usage rights, technical support, service levels, data protection, and dispute resolution mechanisms aligned with UAE jurisdiction. It's structured to protect both the software provider's intellectual property rights and the enterprise customer's operational needs while ensuring regulatory compliance.
Suggested Sections

1. Parties: Identification of the licensor and licensee with full legal details

2. Background: Context of the agreement and brief description of the software/solution

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Grant of License: Scope, nature, and limitations of the license granted

5. License Fees and Payment Terms: Financial terms, payment schedule, and invoicing requirements

6. Term and Termination: Duration of agreement and circumstances for termination

7. Licensee Obligations: Key responsibilities and restrictions on the licensee's use

8. Licensor Obligations: Service levels, support, and maintenance commitments

9. Intellectual Property Rights: Protection and ownership of IP rights

10. Data Protection and Security: Compliance with UAE data protection laws and security measures

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Indemnities: Standard warranties and indemnification provisions

13. Limitation of Liability: Caps on liability and exclusions

14. Force Majeure: Provisions for unforeseen circumstances affecting performance

15. Governing Law and Jurisdiction: UAE law application and dispute resolution mechanisms

16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Source Code Escrow: Optional provisions for source code escrow arrangements for critical enterprise applications

2. Professional Services: Additional terms for implementation, training, or consulting services

3. Export Control: Required if software is subject to international export regulations

4. Disaster Recovery: Specific provisions for business continuity and disaster recovery for critical systems

5. Change Control: Procedures for managing changes to the software or services

6. Third-Party Software: Terms relating to incorporated third-party software components

7. Hardware Requirements: Specific hardware requirements if the software requires particular equipment

8. Service Level Agreement: Detailed service levels if not covered in main support obligations

Suggested Schedules

1. Schedule 1 - Licensed Software: Detailed description of licensed software components and modules

2. Schedule 2 - Technical Specifications: Technical requirements, functionality, and performance specifications

3. Schedule 3 - Support and Maintenance Services: Detailed support levels, response times, and maintenance terms

4. Schedule 4 - Fee Schedule: Detailed breakdown of license fees, payment milestones, and pricing models

5. Schedule 5 - Service Level Agreement: Detailed service levels, metrics, and remedies

6. Schedule 6 - Implementation Plan: Timeline and milestones for software implementation

7. Schedule 7 - Data Processing Agreement: Detailed terms for compliance with UAE data protection requirements

8. Appendix A - Authorized Users: Definition and limitations of authorized users and access rights

9. Appendix B - Acceptable Use Policy: Rules and restrictions for software usage

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acceptance Criteria
Affiliate
Agreement
Authorized Users
Business Day
Confidential Information
Configuration
Documentation
Effective Date
Enterprise Software
Fees
Force Majeure Event
Implementation Plan
Initial Term
Intellectual Property Rights
License
Licensed Software
Maintenance Services
Personal Data
Professional Services
Renewal Term
Service Level Agreement
Software Modification
Source Code
Specification
Support Services
System Requirements
Technical Support
Term
Territory
Third Party Software
Update
Upgrade
User Authentication
User Manual
Virus
Clauses
License Grant
License Restrictions
License Scope
Payment Terms
Implementation
Technical Support
Service Levels
Maintenance
Software Updates
Intellectual Property Rights
Warranties
Data Protection
Confidentiality
Liability
Indemnification
Force Majeure
Term and Termination
Assignment
Dispute Resolution
Governing Law
Audit Rights
Security Requirements
User Access
Documentation
Training
Acceptance Testing
Performance Standards
Change Management
Business Continuity
Export Control
Anti-Corruption
Insurance
Notices
Amendments
Severability
Entire Agreement
Third Party Rights
Compliance with Laws
Sub-licensing
Relevant Industries

Technology

Banking & Financial Services

Healthcare

Government & Public Sector

Telecommunications

Manufacturing

Retail

Energy & Utilities

Education

Professional Services

Construction

Transportation & Logistics

Relevant Teams

Legal

Information Technology

Procurement

Finance

Information Security

Risk & Compliance

Operations

Digital Transformation

Enterprise Architecture

Vendor Management

Contract Administration

Relevant Roles

Chief Information Officer

Chief Technology Officer

IT Director

Procurement Manager

Legal Counsel

Information Security Manager

Enterprise Architect

Software License Manager

Compliance Officer

Contract Manager

Technology Procurement Specialist

IT Operations Manager

Chief Financial Officer

Digital Transformation Director

Risk Management Officer

Industries
UAE Federal Law No. 1 of 2006 (Electronic Commerce Law): Governs electronic transactions and signatures, crucial for software licensing agreements
UAE Federal Law No. 37 of 2021 (Data Protection Law): Regulates the collection, processing, and transfer of personal data, which is relevant for software usage
UAE Federal Law No. 7 of 2002 (Copyright Law): Protects intellectual property rights, including software and related documentation
UAE Federal Law No. 8 of 2021 (UAE Commercial Transactions Law): Provides the framework for commercial contracts and business transactions
Federal Law No. 15 of 2020 (Consumer Protection Law): Ensures fair business practices and protection of rights, applicable even in B2B context
Federal Law No. 4 of 2012 (Competition Law): Regulates anti-competitive practices and monopolistic behavior in licensing agreements
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Governs commercial contracts and provides general principles for business dealings
UAE Federal Law No. 2 of 2019 (Cyber Crime Law): Relevant for security obligations and cyber safety measures in software licensing
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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