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Limited Use Agreement
"I need a Limited Use Agreement for granting our software licensee restricted access to our proprietary AI algorithm, with strict usage monitoring requirements and a limitation of 10,000 API calls per month, starting from March 1, 2025."
1. Parties: Identifies and provides full details of all parties to the agreement
2. Background: Provides context and purpose of the agreement, including the nature of the limited use being granted
3. Definitions: Defines key terms used throughout the agreement
4. Grant of Limited Use: Specifies the exact scope of use being granted and any territorial limitations
5. Restrictions and Limitations: Details specific restrictions on use, prohibited activities, and usage limitations
6. Term and Termination: Specifies duration of the agreement and circumstances for termination
7. User Obligations: Sets out the user's responsibilities and compliance requirements
8. Monitoring and Reporting: Describes how compliance will be monitored and any reporting requirements
9. Intellectual Property: Addresses ownership and protection of intellectual property rights
10. Confidentiality: Specifies confidentiality obligations regarding any sensitive information
11. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Payment Terms: Include if the limited use is granted for a fee or involves ongoing payments
2. Service Levels: Include if the limited use involves access to services with specific performance requirements
3. Security Requirements: Include if specific security measures or protocols must be followed
4. Data Protection: Include if personal data or sensitive information will be processed or stored
5. Insurance: Include if specific insurance coverage is required for the limited use
6. Audit Rights: Include if formal audit provisions are needed for compliance verification
7. Third Party Rights: Include if third party beneficiaries need to be addressed
8. Export Control: Include if the limited use involves international transfers or export-controlled items
1. Schedule 1 - Permitted Use Description: Detailed technical specifications of the permitted use and any associated requirements
2. Schedule 2 - Fee Schedule: Detailed breakdown of any fees, payment terms, and calculation methods
3. Schedule 3 - Service Levels: Technical details of service levels and performance metrics
4. Schedule 4 - Security Requirements: Detailed security protocols and compliance requirements
5. Schedule 5 - Approved Users: List of authorized users or user categories if applicable
6. Appendix A - Technical Specifications: Technical details of systems, products, or services covered by the agreement
7. Appendix B - Compliance Checklist: Checklist of compliance requirements and monitoring procedures
Authors
Approved Purpose
Authorized Users
Business Day
Commencement Date
Confidential Information
Effective Date
Intellectual Property Rights
Licensed Material
Permitted Use
Restricted Territory
Security Requirements
Services
Term
Third Party Materials
Usage Period
Usage Reports
User Documentation
Authorized Representatives
Background IP
Compliance Requirements
Derived Data
Fees
Force Majeure Event
Implementation Plan
Licensed Technology
Monitoring System
Performance Standards
Related Bodies Corporate
Security Breach
Service Levels
Specifications
Territory
Usage Limitations
Usage Metrics
Usage Restrictions
Term and Termination
Payment
Intellectual Property
Confidentiality
Data Protection
Security
Compliance
Monitoring and Reporting
Representations and Warranties
Indemnification
Limitation of Liability
Force Majeure
Insurance
Audit Rights
Assignment
Amendments
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Third Party Rights
Waiver
Counterparts
Survival
Technology & Software
Digital Media & Entertainment
Financial Services
Healthcare
Manufacturing
Research & Development
Education
Professional Services
Telecommunications
Intellectual Property
Biotechnology
Real Estate
Legal
Compliance
Commercial
Operations
Information Technology
Information Security
Risk Management
Business Development
Product Management
Procurement
Intellectual Property
Contract Administration
Legal Counsel
Compliance Officer
Contract Manager
Licensing Manager
Intellectual Property Manager
Business Development Manager
Operations Director
Chief Technology Officer
Information Security Manager
Risk Manager
Commercial Manager
Partnership Manager
Product Manager
General Counsel
Chief Legal Officer
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