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Perpetual License Agreement
"I need a Perpetual License Agreement for my enterprise software solution that will be licensed to Australian and New Zealand businesses, including provisions for ongoing technical support and source code escrow arrangements, with the initial license fee payment scheduled for March 2025."
1. Parties: Identifies and provides full details of the licensor and licensee
2. Background: Sets out the context of the agreement, including brief description of the licensed material and purpose
3. Definitions: Defines key terms used throughout the agreement, including 'Licensed Material', 'Intellectual Property Rights', 'Territory', etc.
4. Grant of License: Specifies the scope, nature, and territory of the perpetual license, including any restrictions on use
5. License Fee: Details the one-time payment or payment structure for the perpetual license
6. Intellectual Property Rights: Confirms ownership of IP rights and protections for the licensed material
7. Licensee Obligations: Sets out the licensee's responsibilities in using the licensed material
8. Warranties and Representations: States the licensor's warranties regarding ownership, right to license, and quality of licensed material
9. Limitation of Liability: Defines the extent and limitations of each party's liability
10. Confidentiality: Establishes obligations regarding confidential information
11. Term and Termination: Despite being perpetual, specifies grounds for termination for breach and consequences
12. General Provisions: Includes standard boilerplate clauses such as governing law, notices, and assignment
1. Support and Maintenance: Include when ongoing technical support or maintenance is offered (even if at additional cost)
2. Updates and New Versions: Include when the agreement covers future updates or new versions of the licensed material
3. Sublicensing Rights: Include when licensee is permitted to sublicense the material to third parties
4. Export Controls: Include when the licensed material is subject to export control regulations
5. Source Code Escrow: Include for software licenses where source code access might be needed in specific circumstances
6. Data Protection: Include when personal data processing is involved in the use of the licensed material
7. Audit Rights: Include when licensor requires rights to audit licensee's use of the material
8. Geographic Restrictions: Include when use is restricted to specific territories or regions
1. Schedule 1 - Licensed Material: Detailed description of the licensed material, including technical specifications
2. Schedule 2 - License Fee: Detailed breakdown of the license fee and payment terms
3. Schedule 3 - Technical Requirements: Technical specifications and requirements for using the licensed material
4. Schedule 4 - Support Services: Details of any support services provided, including service levels if applicable
5. Appendix A - Acceptable Use Policy: Detailed guidelines for acceptable use of the licensed material
6. Appendix B - Security Requirements: Security standards and requirements for protecting the licensed material
Authors
Licensed Material
Intellectual Property Rights
Territory
Perpetual License
Permitted Use
Authorized Users
Commencement Date
License Fee
Confidential Information
Documentation
Updates
Source Code
Object Code
Specifications
Maintenance Services
Support Services
Business Day
Force Majeure Event
Insolvency Event
Installation Site
Intellectual Property Claim
License Key
Modifications
Related Bodies Corporate
Security Requirements
Technical Requirements
Third Party Components
User Manual
Warranties
Work Product
Designated Equipment
Acceptance Tests
Background IP
Commercial Purpose
Delivery Date
Derivative Works
End User
Implementation Period
Integration
License Term
Operating Environment
Performance Standards
Representatives
System Requirements
Third Party Licenses
Usage Data
Virus
License Restrictions
Intellectual Property Rights
Payment Terms
Warranties
Representations
Limitations of Liability
Indemnification
Confidentiality
Data Protection
Security Requirements
Technical Requirements
Support and Maintenance
Installation and Implementation
Performance Standards
Acceptance Testing
Documentation
Audit Rights
Force Majeure
Assignment
Termination Rights
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Third Party Rights
Export Control
Anti-Corruption
Insurance
Competition Law Compliance
Consumer Law Compliance
Subcontracting
Updates and Modifications
Source Code Escrow
User Obligations
Training and Support
Territory Restrictions
Reporting Requirements
Survival
Information Technology
Software Development
Digital Media
Manufacturing
Healthcare Technology
Financial Services
Educational Technology
Telecommunications
Entertainment
Research and Development
Biotechnology
Industrial Technology
Professional Services
Publishing
Legal
Information Technology
Intellectual Property
Procurement
Commercial
Software Development
Research and Development
Business Development
Compliance
Product Management
Legal Counsel
Intellectual Property Lawyer
Licensing Manager
Chief Technology Officer
Software Development Manager
Chief Information Officer
Contract Manager
Business Development Manager
Product Manager
IP Rights Manager
Commercial Director
Technology Director
General Counsel
Procurement Manager
Innovation Manager
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