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Master Software Licence Agreement
"I need a Master Software Licence Agreement to license our enterprise resource planning software to multiple Fortune 500 companies, with specific provisions for cloud hosting and data protection compliance, as we're planning to expand our operations in January 2025."
1. Parties: Identification of the contracting parties (licensor and licensee)
2. Background: Context of the agreement and high-level purpose
3. Definitions: Key terms used throughout the agreement
4. Licence Grant: Scope, nature, and limitations of the software licence
5. Intellectual Property Rights: Ownership and protection of IP rights
6. Payment Terms: Licence fees, payment schedule, and related terms
7. Confidentiality: Protection of confidential information
8. Term and Termination: Duration and termination provisions
9. Warranties and Indemnities: Standard warranties and indemnification obligations
10. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Data Protection: GDPR compliance provisions for personal data processing
2. Service Levels: Performance standards and metrics for software operation
3. Source Code Escrow: Source code protection arrangements and access conditions
4. Professional Services: Additional implementation or support services provisions
5. Export Control: Export compliance provisions for controlled technology
1. Schedule 1 - Software Description: Detailed description of licensed software and components
2. Schedule 2 - Technical Requirements: Hardware and software requirements for operation
3. Schedule 3 - Service Level Agreement: Detailed service levels and performance metrics
4. Schedule 4 - Fee Schedule: Detailed breakdown of fees and payment terms
5. Schedule 5 - Support Services: Description of support and maintenance services
6. Schedule 6 - Data Processing Agreement: GDPR-compliant data processing terms and conditions
Authors
Affiliate
Agreement
Authorised Users
Business Day
Charges
Commencement Date
Confidential Information
Configuration
Custom Software
Data Protection Laws
Documentation
Effective Date
Force Majeure Event
Group
Initial Term
Intellectual Property Rights
Licence
Licence Fees
Licensed Software
Maintenance Release
New Version
Normal Business Hours
Operating Environment
Party/Parties
Personal Data
Professional Services
Representatives
Service Level Agreement
Software
Source Code
Specification
Support Services
System
Term
Territory
Third Party Software
Update
Upgrade
User Acceptance Testing
Virus
Working Hours
Intellectual Property Rights
Permitted Use
Restrictions on Use
Delivery and Installation
Acceptance Testing
Support and Maintenance
Service Levels
Fees and Payment
Warranties
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Security Requirements
Audit Rights
Term and Termination
Force Majeure
Assignment and Subcontracting
Change Control
Dispute Resolution
Source Code Escrow
Export Controls
Anti-Bribery
Insurance
Notices
Third Party Rights
Entire Agreement
Severability
Waiver
Variation
Governing Law
Jurisdiction
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