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Perpetual Use 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' intentions
3. Definitions: Key terms used throughout the agreement, including 'Licensed Material', 'Intellectual Property Rights', 'Use', etc.
4. Grant of License: Scope of the perpetual license, including permitted uses, territories, and any restrictions
5. License Fee: One-time payment terms and conditions for the perpetual license
6. Intellectual Property Rights: Confirmation of ownership and protection of IPR in the licensed material
7. Licensee Obligations: Key responsibilities and restrictions on the Licensee's use of the licensed material
8. Warranties and Representations: Licensor's warranties regarding ownership, non-infringement, and performance
9. Limitation of Liability: Limitations on Licensor's liability under Danish law
10. Confidentiality: Protection of confidential information exchanged between parties
11. Data Protection: GDPR compliance and data processing obligations
12. Force Majeure: Circumstances under which obligations may be suspended
13. Governing Law and Jurisdiction: Confirmation of Danish law governance and jurisdiction
1. Maintenance and Support: Optional terms for ongoing support and maintenance, if offered separately
2. Audit Rights: Include when Licensor needs rights to audit Licensee's use of the licensed material
3. Sub-licensing Rights: Include when Licensee is permitted to sub-license the material to third parties
4. Export Control: Include for software or technology subject to export regulations
5. Source Code Escrow: Include when source code is being held in escrow as security
6. Performance Guarantees: Include when specific performance levels are guaranteed
7. Training and Implementation: Include when training or implementation services are part of the agreement
1. Schedule 1 - Licensed Material: Detailed description of the licensed material, including technical specifications
2. Schedule 2 - License Fee: Detailed breakdown of the one-time license fee and payment terms
3. Schedule 3 - Technical Requirements: Technical specifications and requirements for using the licensed material
4. Schedule 4 - Service Levels: Performance standards and metrics, 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 using the licensed material
Authors
Affiliate
Authorized Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Force Majeure Event
Intellectual Property Rights
Licensed Material
License Fee
Licensee
Licensor
Maintenance Services
Modifications
Object Code
Permitted Purpose
Personal Data
Related Materials
Security Requirements
Source Code
Specifications
Support Services
Technical Requirements
Territory
Third Party Materials
Updates
Use
User Guide
Working Hours
Payment Terms
Intellectual Property Rights
Usage Rights
Warranties
Liability Limitation
Indemnification
Confidentiality
Data Protection
Technical Requirements
Documentation
Support and Maintenance
Audit Rights
Force Majeure
Assignment
Permitted Use
Territory Restrictions
Security Requirements
Compliance
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Sub-licensing
Third Party Rights
Export Control
Performance Standards
Acceptance Testing
Implementation
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Organizational security
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