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Software Product License
"I need a Software Product License Agreement for my enterprise accounting software that will be licensed to Australian financial institutions, including implementation services and source code escrow provisions, with an initial term starting March 1, 2025."
1. Parties: Identification of the licensor and licensee, including full legal names and addresses
2. Background: Context of the agreement, brief description of the software product, and purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope and nature of the license granted, including type (perpetual/term), territory, and whether exclusive/non-exclusive
5. License Restrictions: Specific prohibitions and limitations on use of the software
6. Intellectual Property Rights: Assertion of ownership and protection of IP rights in the software
7. License Fees and Payment: Payment terms, fee structure, and payment schedule
8. Warranties and Disclaimers: Software performance warranties and statutory warranty disclaimers
9. Support and Maintenance: Basic support terms and maintenance provisions
10. Term and Termination: Duration of agreement, renewal terms, and termination rights
11. Confidentiality: Protection of confidential information exchanged under the agreement
12. Limitation of Liability: Caps on liability and exclusions of certain types of damages
13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Professional Services: Include when implementation, configuration, or training services are provided with the software
2. Service Level Agreement: Include for cloud-based software or when specific performance metrics are guaranteed
3. Data Protection: Include when the software processes personal data or when compliance with privacy laws is required
4. Third-Party Components: Include when the software incorporates third-party software or open-source components
5. Export Controls: Include when the software is subject to export control regulations
6. High-Risk Activities: Include when software use needs to be restricted from critical or high-risk applications
7. Audit Rights: Include when the licensor needs rights to audit licensee's use of the software
8. Source Code Escrow: Include when source code escrow arrangements are part of the agreement
1. Schedule 1 - Software Description: Detailed technical specifications and description of the licensed software
2. Schedule 2 - License Fees: Detailed fee structure, including any variable components or usage-based pricing
3. Schedule 3 - Support Services: Detailed support levels, response times, and maintenance terms
4. Schedule 4 - Service Level Agreement: Detailed performance metrics, availability requirements, and remedies
5. Schedule 5 - Acceptable Use Policy: Detailed rules and restrictions for software use
6. Appendix A - Technical Requirements: Minimum system requirements and technical prerequisites
7. Appendix B - Security Requirements: Security standards and requirements for software use
Authors
Authorized Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Error
Fees
Force Majeure Event
Initial Term
Intellectual Property Rights
License
License Fee
Licensed Software
Maintenance Services
Modifications
Personal Information
Personnel
Related Body Corporate
Renewal Term
Security Requirements
Services
Software
Software Updates
Source Code
Specifications
Support Hours
Support Services
System Requirements
Term
Territory
Third Party Components
Third Party Software
Updates
Upgrades
User Documentation
Warranty Period
Work Product
License Restrictions
Intellectual Property Rights
Payment Terms
Delivery and Installation
Acceptance Testing
Support and Maintenance
Service Levels
Warranties
Warranty Disclaimers
Confidentiality
Data Protection
Privacy
Security Requirements
Term and Termination
Force Majeure
Liability Limitation
Indemnification
Insurance
Audit Rights
Assignment
Dispute Resolution
Governing Law
Notices
Third Party Rights
Entire Agreement
Severability
Variation
Waiver
Compliance with Laws
Export Control
Publicity Rights
Personnel
Subcontracting
Competition Law Compliance
Information Technology
Software Development
Financial Services
Healthcare
Education
Retail
Manufacturing
Professional Services
Telecommunications
Government
Insurance
Mining
Construction
Transportation
Media and Entertainment
Legal
Information Technology
Procurement
Compliance
Risk Management
Sales
Commercial
Software Development
Product Management
Information Security
Operations
Vendor Management
Contract Administration
Chief Technology Officer
Software Development Manager
Legal Counsel
Contracts Manager
IT Director
Procurement Manager
Software License Administrator
Compliance Officer
Risk Manager
Information Security Officer
Commercial Director
Operations Manager
Business Development Manager
Sales Director
Product Manager
Chief Information Officer
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