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Source Code Licence Agreement
"I need a Source Code Licence Agreement for licensing our proprietary machine learning algorithm to a major healthcare provider, with strict confidentiality provisions and usage restrictions for the European market only."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and ownership declaration of the source code
3. Definitions: Key terms used throughout the agreement
4. Grant of Licence: Scope and nature of the licence being granted
5. Licence Restrictions: Limitations on use of the source code
6. Intellectual Property Rights: Declaration and protection of IP rights
7. Confidentiality: Obligations regarding confidential information
8. Term and Termination: Duration and termination provisions
1. Maintenance and Support: Terms for ongoing support services - include when ongoing technical support is part of the agreement
2. Source Code Escrow: Provisions for source code deposit with third party - include when providing business continuity assurance to licensee
3. Export Controls: Compliance with export regulations - include when international licensing is involved
4. Warranties and Indemnities: Additional protections and guarantees - include when specific performance guarantees are required
1. Schedule 1 - Source Code Description: Detailed technical specification of the licensed source code
2. Schedule 2 - Licence Fees: Payment terms and fee structure
3. Schedule 3 - Maintenance and Support Services: Details of support services if applicable
4. Schedule 4 - Acceptable Use Policy: Specific terms governing acceptable use of the source code
Authors
Background IPR
Business Day
Confidential Information
Documentation
Effective Date
Escrow Agent
Fees
Foreground IPR
Intellectual Property Rights
Licence
Licensed Materials
Licensee
Licensor
Maintenance Services
Modifications
Object Code
Permitted Purpose
Source Code
Source Code Materials
Specification
Support Services
Term
Territory
Third Party Software
Updates
User
Warranty Period
Working Hours
Licence Grant
Licence Restrictions
Licence Fees
Intellectual Property Rights
Confidentiality
Warranties
Indemnities
Liability Limitations
Technical Support
Maintenance
Documentation
Audit Rights
Security Requirements
Data Protection
Export Control
Source Code Escrow
Term and Duration
Termination
Force Majeure
Assignment
Sub-licensing
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Third Party Rights
Variation
Waiver
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