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Software Sublicence Agreement
"I need a Software Sublicence Agreement to allow my company to sublicense our enterprise resource planning software to three subsidiary companies in Europe, with specific usage restrictions and a termination date of December 31, 2025."
1. Parties: Identification of licensor and sublicensee, including registered addresses and company numbers
2. Background: Context of the agreement, reference to head licence, and purpose of sublicensing
3. Definitions: Key terms used throughout the agreement including Software, Territory, Intellectual Property Rights
4. Grant of Licence: Scope and nature of the sublicence, including territory and usage rights
5. Licence Fees: Payment terms, amounts, and schedule of payments
6. Intellectual Property Rights: Ownership and protection of IPR, including restrictions
7. Term and Termination: Duration of agreement and circumstances for termination
8. Warranties and Indemnities: Standard warranties and indemnification provisions
1. Maintenance and Support: Terms for ongoing support and maintenance services when included in the sublicence
2. Data Protection: GDPR and data protection compliance provisions when software processes personal data
3. Source Code Escrow: Provisions for source code protection when source code access might be required
4. Service Levels: Performance metrics and standards for software as a service arrangements
1. Schedule 1 - Software Description: Detailed description of licensed software and components
2. Schedule 2 - Licence Fees: Detailed payment structure and calculations
3. Schedule 3 - Technical Requirements: Minimum system requirements and specifications
4. Schedule 4 - Head Licence Terms: Relevant terms from the head licence affecting the sublicence
5. Schedule 5 - Support and Maintenance Services: Detailed description of support services if applicable
Authors
Background IPR
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Fees
Head Licence
Head Licensor
Intellectual Property Rights
Licence Period
Licensed Software
Maintenance Services
Modifications
Normal Business Hours
Permitted Purpose
Permitted Users
Related Applications
Software
Source Code
Specification
Sublicence
Sublicensee
Sublicensor
Support Services
System Requirements
Term
Territory
Third Party Software
Updates
Upgrades
User Documentation
Virus
Working Hours
Licence Restrictions
Permitted Use
Intellectual Property Rights
Fees and Payment
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment and Sub-contracting
Maintenance and Support
Service Levels
Audit Rights
Security Requirements
Compliance with Laws
Export Controls
Source Code Escrow
Competition Law Compliance
Territory Restrictions
Third Party Rights
Dispute Resolution
Governing Law and Jurisdiction
Entire Agreement
Severability
Variation
Waiver
Notices
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