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Proprietary Licence Software
"I need a Proprietary Licence Software agreement to license our new machine learning analytics software to enterprise customers in the UK manufacturing sector, with specific provisions for data protection and source code escrow arrangements."
1. Parties: Identification of licensor and licensee with full legal names and addresses
2. Background: Context of the agreement and brief description of the software
3. Definitions: Key terms used throughout the agreement including Software, Documentation, Intellectual Property Rights, etc.
4. Grant of Licence: Scope and nature of the licence, including usage rights and restrictions
5. Licence Fees: Payment terms, amounts, and schedule
6. Intellectual Property Rights: Ownership and protection of IP rights
7. Confidentiality: Protection of confidential information and trade secrets
8. Term and Termination: Duration of agreement and termination provisions
9. Warranties and Limitations: Software warranties and limitation of liability
1. Support and Maintenance: Terms for ongoing support services - include when ongoing support is part of the agreement
2. Data Protection: GDPR and data protection compliance provisions - include when personal data processing is involved
3. Source Code Escrow: Terms for source code protection and release - include for business-critical software implementations
4. Service Levels: Performance standards and metrics - include for software as a service arrangements
1. Schedule 1 - Software Description: Detailed technical specifications of the licensed software
2. Schedule 2 - Licence Fees: Detailed breakdown of pricing and payment terms
3. Schedule 3 - Support Services: Details of support and maintenance services if applicable
4. Schedule 4 - Service Level Agreement: Detailed performance metrics and remedies
5. Appendix A - Acceptable Use Policy: Rules and restrictions for software usage
6. Appendix B - Data Processing Agreement: Detailed data protection obligations if applicable
Authors
Affiliate
Agreement
Authorised Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Fees
Force Majeure Event
Initial Term
Intellectual Property Rights
Licence
Licensed Software
Licence Fee
Maintenance Release
New Version
Normal Business Hours
Open-Source Software
Permitted Purpose
Personal Data
Software
Software Specification
Source Code
Support Services
System Requirements
Term
Territory
Third Party Software
Updates
Upgrades
User Documentation
Virus
Vulnerability
Intellectual Property Rights
Permitted Use
Restrictions
Delivery and Installation
Acceptance Testing
Fees and Payment
Support and Maintenance
Warranties
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Term and Termination
Force Majeure
Assignment
Source Code Escrow
Service Levels
Audit Rights
Security Requirements
Export Controls
Non-solicitation
Dispute Resolution
Governing Law
Entire Agreement
Third Party Rights
Severability
Notices
Amendments
Waiver
Anti-bribery
Insurance
Compliance with Laws
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