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Non Transferable License
1. Parties: Identification of the Licensor and Licensee with full legal names and addresses
2. Background: Context of the agreement, nature of the licensed material, and the parties' intention to enter into a non-transferable licensing arrangement
3. Definitions: Key terms used throughout the agreement, including 'Licensed Material', 'Intellectual Property Rights', 'Territory', and 'Term'
4. Grant of License: Specific rights being granted, explicit statement of non-transferability, and permitted uses of the licensed material
5. License Restrictions: Clear prohibitions on transfer, assignment, sublicensing, and other unauthorized uses
6. Term and Termination: Duration of the license, renewal terms, and circumstances under which the agreement can be terminated
7. License Fees: Payment terms, fee structure, and payment schedule
8. Intellectual Property Rights: Confirmation of ownership rights and protection of the licensor's IP
9. Warranties and Representations: Statements regarding ownership, right to license, and quality of licensed material
10. Liability and Indemnification: Limitations of liability and indemnification obligations of both parties
11. Confidentiality: Protection of confidential information exchanged during the license period
12. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Technical Support and Maintenance: Include when the license includes ongoing technical support or maintenance services
2. Quality Control: Include when the licensed material requires specific quality standards or monitoring
3. Territory Restrictions: Include when the license is limited to specific geographic regions
4. Audit Rights: Include when the licensor needs rights to audit the licensee's use of materials
5. Data Protection: Include when personal data processing is involved in the licensed activities
6. Export Control: Include when the licensed material is subject to export control regulations
7. Source Code Escrow: Include when licensing software with source code protection requirements
8. Training and Implementation: Include when the license includes training or implementation services
1. Schedule 1 - Licensed Material: Detailed description of the licensed material, including technical specifications
2. Schedule 2 - License Fees: Detailed breakdown of fees, payment terms, and calculation methods
3. Schedule 3 - Technical Requirements: Technical specifications and requirements for using the licensed material
4. Schedule 4 - Service Levels: Service level commitments if applicable to the licensed material
5. Schedule 5 - Approved Uses: Detailed list of permitted uses and examples of prohibited uses
6. Appendix A - Contact Information: Key contacts for both parties for various aspects of the agreement
7. Appendix B - Reporting Requirements: Templates and schedules for required reporting by the licensee
Authors
Affiliate
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Force Majeure Event
Intellectual Property Rights
License Fee
Licensed Material
License Period
License Territory
Licensee
Licensor
Maintenance Services
Permitted Purpose
Prohibited Uses
Related Rights
Specifications
Technical Requirements
Term
Third Party
Updates
Usage Data
Working Hours
Grant of License
License Restrictions
Non-Transfer
Payment Terms
Intellectual Property Rights
Confidentiality
Warranties
Liability
Indemnification
Term and Termination
Force Majeure
Assignment
Compliance with Laws
Audit Rights
Notice
Dispute Resolution
Governing Law
Entire Agreement
Severability
Data Protection
Technical Support
Quality Control
Reporting Requirements
Territory Restrictions
Export Control
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