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Private Software Licence
"I need a Private Software Licence agreement for licensing my proprietary AI analytics software to a large financial institution, with specific provisions for data protection and source code escrow, planned to commence in March 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and ownership declaration of the software
3. Definitions: Key terms used throughout the agreement including Software, Licensed Materials, Intellectual Property Rights
4. Grant of Licence: Scope and nature of the licence being granted, including territory, duration, and type of licence
5. Licence Restrictions: Limitations on use, prohibited activities, and restrictions on sublicensing or transfer
6. Intellectual Property Rights: Ownership declarations, protection of IP rights, and infringement procedures
7. Payment Terms: Licence fees, payment schedule, and related conditions including late payment provisions
8. Term and Termination: Duration of agreement, termination rights, and consequences of termination
1. Support and Maintenance: Terms for ongoing support services, updates, and maintenance obligations
2. Service Levels: Performance standards, metrics, and remedies for failure to meet service levels
3. Data Protection: Specific data handling obligations and compliance with data protection laws
4. Source Code Escrow: Terms for source code protection and release conditions
1. Schedule 1 - Software Description: Detailed technical specifications of the licensed software and documentation
2. Schedule 2 - Licence Fees: Detailed pricing structure, payment terms, and fee calculation methods
3. Schedule 3 - Technical Requirements: Hardware and software requirements for operation of the licensed software
4. Schedule 4 - Service Level Agreement: Detailed performance metrics, response times, and service standards
5. Schedule 5 - Support Services: Detailed description of support and maintenance services, including response times
Authors
Affiliate
Agreement
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
End User
Force Majeure Event
Initial Term
Intellectual Property Rights
Licence
Licence Fee
Licence Period
Licensed Software
Licensee
Licensor
Maintenance Release
New Version
Normal Business Hours
Operating Environment
Permitted Users
Personal Data
Software
Source Code
Specification
Support Services
System Requirements
Term
Territory
Third Party Software
Updates
Upgrades
User Acceptance Testing
User Manual
Virus
Working Hours
Licence Scope and Restrictions
Intellectual Property Rights
Delivery and Installation
Acceptance Testing
Licence Fees
Payment Terms
Support Services
Maintenance and Updates
Warranties
Representations
Confidentiality
Data Protection
Security Requirements
Audit Rights
Documentation
Training
Service Levels
Performance Standards
Term and Duration
Termination
Force Majeure
Assignment and Sub-licensing
Export Controls
Liability Limitations
Indemnification
Insurance
Dispute Resolution
Governing Law
Notices
Anti-bribery
Entire Agreement
Variation
Severability
Third Party Rights
Source Code Escrow
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