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Sublicense Software
"I need a Software Sublicense agreement for my Australian fintech company to sublicense our payment processing software to three regional banks, with the agreement starting from March 2025 and including specific data security requirements for the banking sector."
1. Parties: Identification of the primary licensor (who holds the original license), the sublicensor, and the sublicensee
2. Background: Context of the agreement, including reference to the original software license and authority to sublicense
3. Definitions: Key terms used throughout the agreement including Software, License Fee, Intellectual Property Rights, Territory, etc.
4. Grant of Sublicense: Scope and nature of the sublicense being granted, including any territorial or usage restrictions
5. License Fee and Payment Terms: Financial terms including initial fees, recurring payments, and payment schedules
6. Term and Termination: Duration of the sublicense and circumstances under which it can be terminated
7. Intellectual Property Rights: Acknowledgment of ownership and IP rights in the software
8. Warranties and Representations: Warranties regarding the right to grant sublicense and software performance
9. Limitation of Liability: Limits on parties' liability and exclusions of certain types of damages
10. Confidentiality: Protection of confidential information exchanged during the agreement
11. General Provisions: Standard clauses including governing law, notices, assignment, and entire agreement
1. Support and Maintenance: Terms for technical support and software maintenance, if provided
2. Data Protection: Include if the software processes personal data or if compliance with privacy laws is relevant
3. Source Code Escrow: Include if source code access is to be provided under certain conditions
4. Training: Include if training services are part of the agreement
5. Service Levels: Include if specific performance metrics or service levels are guaranteed
6. Export Control: Include if the software is subject to export control regulations
7. Third Party Software: Include if the software incorporates third-party components that require separate terms
1. Schedule 1 - Software Description: Detailed description of the licensed software, including version numbers and components
2. Schedule 2 - License Fees: Detailed breakdown of all applicable fees and payment terms
3. Schedule 3 - Technical Requirements: Minimum system requirements and technical specifications
4. Schedule 4 - Support Services: Detailed description of support services if included
5. Appendix A - Acceptable Use Policy: Guidelines for acceptable use of the software
6. Appendix B - Service Level Agreement: Detailed service levels and performance metrics if applicable
Authors
Affiliate
Authorized Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
End User
Fees
Force Majeure Event
Initial Term
Intellectual Property Rights
License
License Fee
Original License
Original Licensor
Personal Information
Permitted Purpose
Related Body Corporate
Software
Source Code
Specifications
Sublicense
Sublicensee
Sublicensor
Support Services
System Requirements
Term
Territory
Third Party Software
Updates
Upgrades
User Manual
Warranty Period
License Restrictions
Payment
Intellectual Property Rights
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Governing Law
Dispute Resolution
Entire Agreement
Notices
Third Party Rights
Compliance with Laws
Export Control
Insurance
Audit Rights
Support and Maintenance
Service Levels
Acceptance Testing
Security Requirements
Information Technology
Software Development
Digital Services
Professional Services
Financial Services
Healthcare
Education
Manufacturing
Retail
Telecommunications
Legal
Information Technology
Procurement
Commercial
Sales
Compliance
Risk Management
Software Asset Management
Business Development
Operations
Legal Counsel
Software Licensing Manager
Commercial Director
IT Director
Chief Technology Officer
Procurement Manager
Contract Manager
Business Development Manager
Sales Director
Compliance Officer
Risk Manager
Software Asset Manager
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