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Non Exclusive Perpetual License
"I need a Non-Exclusive Perpetual License Agreement for licensing our proprietary software application to multiple Australian corporate clients, with specific provisions for source code escrow and quarterly usage reporting requirements, to be implemented by March 2025."
1. Parties: Identifies and provides full details of the licensor and licensee
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Grant of License: Specifies the scope, nature, and territory of the license granted
5. License Fee and Payment Terms: Details the financial terms, including initial fees, ongoing royalties if any, and payment methods
6. Intellectual Property Rights: Confirms ownership of IP and rights granted/retained
7. Use of Licensed Material: Specifies permitted and restricted uses of the licensed material
8. Warranties and Representations: States the promises and guarantees made by each party
9. Indemnification: Outlines each party's obligations to protect the other from specific losses
10. Term and Termination: Details the duration and circumstances for termination despite perpetual nature
11. Confidentiality: Establishes obligations regarding confidential information
12. General Provisions: Contains standard boilerplate clauses including governing law, notices, and assignment
1. Quality Control: Include when licensed material requires maintaining certain quality standards
2. Sublicensing Rights: Include when licensee may be permitted to sublicense the material
3. Moral Rights: Include when dealing with creative works where moral rights are relevant
4. Source Code Escrow: Include when licensing software with critical source code
5. Export Control: Include when licensed material may be subject to export regulations
6. Data Protection: Include when personal data processing is involved
7. Maintenance and Support: Include when ongoing technical support or updates are part of the agreement
8. Audit Rights: Include when licensor needs right to audit licensee's use of materials
1. Schedule 1 - Licensed Material: Detailed description of the intellectual property being licensed
2. Schedule 2 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
3. Schedule 3 - Technical Specifications: Technical details and requirements for the licensed material
4. Schedule 4 - Approved Use Cases: Specific examples and scenarios of permitted uses
5. Schedule 5 - Service Levels: Performance standards and metrics if applicable
6. Appendix A - Form of Reports: Templates for any required reporting
7. Appendix B - Contact Details: Key contacts and notice details for both parties
Authors
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Force Majeure Event
GST
Intellectual Property Rights
License
License Fee
Licensed Material
Licensee
Licensor
Moral Rights
Permitted Purpose
Permitted Territory
Related Body Corporate
Representatives
Specifications
Term
Third Party Materials
Updates
Use
User
Working Hours
Improvements
Background IP
Derivative Works
Quality Standards
Security Requirements
Source Code
Technical Information
Trade Secrets
Authorized Users
Grant of License
License Scope
Term and Duration
Payment Terms
Intellectual Property Rights
Warranties
Representations
Use Restrictions
Quality Control
Technical Requirements
Confidentiality
Data Protection
Performance Standards
Reporting Requirements
Audit Rights
Indemnification
Limitation of Liability
Force Majeure
Assignment
Termination
Effect of Termination
Dispute Resolution
Governing Law
Insurance
Notices
Entire Agreement
Severability
Waiver
Amendment
Relationship of Parties
Survival
Third Party Rights
Compliance with Laws
Anti-Corruption
Export Control
Publicity
Security Requirements
Maintenance and Support
Technology
Software Development
Media and Entertainment
Manufacturing
Research and Development
Biotechnology
Pharmaceuticals
Education
Publishing
Consumer Goods
Professional Services
Telecommunications
Healthcare
Industrial Design
Legal
Intellectual Property
Business Development
Commercial
Research and Development
Technology
Operations
Procurement
Innovation
Product Development
Compliance
Corporate Affairs
Legal Counsel
Intellectual Property Manager
Business Development Manager
Chief Technology Officer
Licensing Manager
Contract Manager
Commercial Director
Research Director
Chief Executive Officer
Chief Legal Officer
Technology Transfer Officer
Innovation Manager
Product Manager
Operations Director
Procurement Manager
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