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Proprietary Software Licence
"Need a Proprietary Software Licence for my company's new AI analytics platform, to be licensed to enterprise customers in the UK financial services sector, with specific provisions for data protection and source code escrow."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the software
3. Definitions: Key terms used throughout the agreement including Software, Licence Period, Intellectual Property Rights
4. Grant of Licence: Scope and nature of the licence being granted, including usage rights and restrictions
5. Licence Restrictions: Specific limitations on use, copying, modification, and distribution of the software
6. Intellectual Property Rights: Ownership and protection of IP rights, including infringement provisions
7. Payment Terms: Licence fees, payment schedule, and related financial conditions
8. Warranties and Representations: Guarantees regarding software functionality, ownership, and non-infringement
9. Limitation of Liability: Scope of liability limitations and exclusions
10. Term and Termination: Duration of the licence and circumstances for termination
11. Confidentiality: Protection of confidential information and trade secrets
12. General: Standard boilerplate provisions including notices, assignment, and governing law
1. Service Level Agreement: Performance standards, support levels, and response times for software maintenance
2. Data Protection: Obligations regarding personal data processing and compliance with data protection laws
3. Source Code Escrow: Terms for source code protection and release conditions
4. Export Controls: Compliance requirements with export regulations for restricted technologies
5. Audit Rights: Rights to audit licensee's use of the software and compliance with terms
1. Schedule 1 - Software Description: Detailed technical specifications, functionality, and components of the licensed software
2. Schedule 2 - Licence Fees: Detailed breakdown of pricing, payment terms, and fee calculation methods
3. Schedule 3 - Technical Support: Scope of support services, procedures, and contact information
4. Schedule 4 - Service Level Agreement: Detailed performance metrics, service levels, and remedies for breach
5. Schedule 5 - Acceptable Use Policy: Detailed terms of acceptable use and specific restrictions
Authors
Authorised Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Intellectual Property Rights
Licence
Licence Fees
Licence Period
Licensed Software
Maintenance Release
New Version
Normal Business Hours
Operating Environment
Personal Data
Processing
Prohibited Acts
Software
Software Specification
Source Code
Support Services
System Requirements
Technical Specification
Term
Territory
Third Party Software
Update
Upgrade
User Acceptance Testing
User Manual
Virus
Working Hours
Licence Restrictions
Delivery and Installation
Acceptance Testing
Intellectual Property Rights
Confidentiality
Data Protection
Warranties
Support Services
Licence Fees
Payment Terms
Use Restrictions
Documentation
Technical Requirements
Maintenance and Updates
Audit Rights
Security Requirements
Service Levels
Third Party Software
Export Controls
Source Code Escrow
Termination Rights
Effects of Termination
Force Majeure
Assignment and Subcontracting
Limitation of Liability
Indemnification
Insurance
Dispute Resolution
Governing Law
Notices
Entire Agreement
Variation
Severability
Waiver
Third Party Rights
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