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Product Licence Agreement
"I need a Product Licence Agreement for licensing our new software monitoring tool to enterprise clients in the UK and EU, with specific provisions for data protection compliance and source code protection, planning to launch in March 2025."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Key terms used throughout the agreement
4. Grant of Licence: Scope and nature of the licence being granted, including usage rights and restrictions
5. Licence Fees: Payment terms, fee structure, and payment conditions
6. Intellectual Property Rights: Ownership, protection and enforcement of IP rights related to the licensed products
7. Term and Termination: Duration of agreement, renewal terms, and termination provisions
8. Warranties and Indemnities: Guarantees, representations and protections provided by each party
9. Confidentiality: Protection and handling of confidential information
10. Limitation of Liability: Scope and extent of liability limitations between parties
1. Source Code Escrow: Terms for source code protection and access conditions in case of specified trigger events
2. Territory Restrictions: Geographical limitations and restrictions on licence use
3. Minimum Performance Requirements: Performance standards, metrics and consequences of non-compliance
4. Data Protection: Specific provisions for handling personal data and ensuring GDPR compliance
5. Competition Law Compliance: Specific provisions ensuring compliance with competition laws
1. Schedule 1 - Licensed Products: Detailed description and specifications of products covered by licence
2. Schedule 2 - Technical Specifications: Technical details, requirements and performance specifications
3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, payment terms and calculation methods
4. Schedule 4 - Service Level Agreement: Performance metrics, support terms and service standards
5. Schedule 5 - Permitted Uses: Detailed description of allowed usage scenarios and restrictions for licensed products
Authors
Agreement
Background IP
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Force Majeure Event
Intellectual Property Rights
Licensed Products
Licensed Territory
Licence Fee
Licence Period
Improvements
Net Sales
Permitted Use
Product Specifications
Royalties
Term
Technical Information
Trade Marks
Quality Standards
Working Day
Year
Quarter
Subsidiary
Support Services
Updates
Upgrades
User
Materials
Minimum Performance Requirements
Patent Rights
Product Modifications
Regulatory Approvals
Sale
Territory
Third Party
Term and Duration
Licence Fees and Royalties
Payment Terms
Intellectual Property Rights
Quality Control
Territory Restrictions
Sub-licensing
Confidentiality
Warranties
Indemnification
Limitation of Liability
Technical Support
Maintenance
Product Modifications
Regulatory Compliance
Record Keeping
Audit Rights
Force Majeure
Assignment
Termination
Post-Termination Obligations
Non-Competition
Dispute Resolution
Governing Law
Entire Agreement
Severability
Notices
Third Party Rights
Product Returns
Marketing and Promotion
Training
Insurance
Data Protection
Export Control
Anti-Corruption
Variation
Waiver
Further Assurance
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