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Use Licence Agreement
"I need a Use Licence Agreement for granting a software company the right to use our proprietary AI algorithm across the EU market, with an initial term of 3 years starting from January 2025 and including provisions for technical support and maintenance."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context and purpose of the licence agreement
3. Definitions: Key terms used throughout the agreement
4. Grant of Licence: Scope and nature of the licence being granted
5. Licence Fee: Payment terms and conditions
6. Duration and Termination: Term of licence and circumstances for termination
7. Intellectual Property Rights: Protection and ownership of IP rights
1. Territory: Geographic limitations of the licence - include when licence is territorially restricted
2. Sub-licensing Rights: Rights to grant sub-licences to third parties - include when sub-licensing might be permitted
3. Support and Maintenance: Terms for ongoing support - include for software or technical licences
4. Data Protection: Data handling obligations - include when personal data processing is involved
1. Schedule 1 - Licensed Materials: Detailed description of licensed property or materials
2. Schedule 2 - Technical Specifications: Technical details and requirements for technical licences
3. Schedule 3 - Fee Schedule: Detailed breakdown of fees and payment terms
4. Schedule 4 - Service Level Agreement: Performance standards and metrics for software or service-based licences
Authors
Commencement Date
Confidential Information
Documentation
Effective Date
Fee(s)
Initial Term
Intellectual Property Rights
Licensed Materials
Licensed Use
Licence Period
Permitted Purpose
Representatives
Specification
Territory
Term
Third Party Materials
Use
User(s)
Working Day
Software
Source Code
Object Code
Updates
Upgrades
Content
Materials
Works
Data
Personal Data
Processing
Technical Specifications
Standards
Equipment
Scope of Licence
Duration and Term
Licence Fees and Payment
Intellectual Property Rights
Restrictions on Use
Warranties and Representations
Confidentiality
Termination
Liability and Indemnification
Force Majeure
Assignment and Sub-licensing
Compliance with Laws
Audit Rights
Technical Support and Maintenance
Service Levels
Data Protection
Territory Restrictions
Dispute Resolution
Governing Law and Jurisdiction
Entire Agreement
Variation
Notices
Severability
Third Party Rights
Waiver
Further Assurance
Counterparts
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