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Computer Software License
"I need a Computer Software License Agreement for my enterprise-level accounting software, to be licensed to a Hong Kong-based financial institution with 500 users, including annual maintenance services and quarterly security audits starting March 2025."
1. Parties: Identification of the licensor and licensee, including full legal names, registration details, and addresses
2. Background: Context of the agreement, brief description of the software, and purpose of the license
3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement
4. Grant of License: Scope and nature of the license granted, including type (exclusive/non-exclusive), territory, and duration
5. License Fees and Payment: Payment terms, fee structure, payment schedule, and late payment consequences
6. Intellectual Property Rights: Confirmation of ownership rights, protection of IP, and restrictions on use
7. Use Restrictions: Specific limitations on software use, user numbers, copying, modification, and distribution
8. Licensee Obligations: Key responsibilities of the licensee including security measures and acceptable use
9. Warranties and Representations: Warranties regarding software functionality, performance, and IP rights
10. Limitation of Liability: Limits on liability and exclusions of certain types of damages
11. Term and Termination: Duration of the agreement, renewal terms, and termination rights
12. Confidentiality: Protection of confidential information exchanged during the license period
13. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
1. Maintenance and Support: Terms for ongoing software maintenance and technical support, used when these services are included
2. Data Protection: Compliance with privacy laws and data handling requirements, necessary when personal data is processed
3. Source Code Escrow: Arrangements for source code protection and access, relevant for business-critical software
4. Professional Services: Terms for additional services like implementation or training, if provided
5. Service Levels: Performance standards and metrics, included for software-as-a-service arrangements
6. Export Control: Compliance with export regulations, necessary for international licensing
7. Audit Rights: Rights to audit licensee's use of software, common in enterprise licenses
8. Insurance: Insurance requirements, typically for high-value or high-risk implementations
1. Software Description: Detailed technical specifications of the licensed software
2. License Fees: Detailed breakdown of license fees, payment schedules, and pricing tiers
3. Acceptable Use Policy: Detailed rules and restrictions for software use
4. Service Level Agreement: Detailed performance metrics and service standards
5. Support and Maintenance Terms: Detailed support levels, response times, and maintenance procedures
6. Data Processing Terms: Detailed data handling and privacy protection requirements
7. Third-Party Software: List of third-party components and associated license terms
Authors
Authorized Users
Business Day
Confidential Information
Configuration
Documentation
Effective Date
Error
Fees
Force Majeure Event
Implementation Services
Initial Term
Intellectual Property Rights
License
License Key
Licensed Software
Maintenance Services
Modifications
Open Source Software
Operating Environment
Personal Data
Release
Renewal Term
Security Requirements
Services
Service Levels
Software
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third-Party Software
Updates
Upgrades
User Manual
Version
Virus
Warranty Period
Work Product
Payment
Software Delivery
Installation
Intellectual Property Rights
Use Restrictions
Support and Maintenance
Warranties
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Term and Termination
Force Majeure
Assignment
Audit Rights
Insurance
Service Levels
Acceptance Testing
Documentation
Security Requirements
Third-Party Software
Export Control
Source Code Escrow
Dispute Resolution
Governing Law
Entire Agreement
Severability
Waiver
Notices
Amendments
Survival
Information Technology
Financial Services
Healthcare
Retail
Manufacturing
Education
Professional Services
Telecommunications
E-commerce
Gaming and Entertainment
Government and Public Sector
Logistics and Supply Chain
Legal
Information Technology
Procurement
Compliance
Software Development
Commercial
Risk Management
Information Security
Business Development
Product Management
Enterprise Architecture
Vendor Management
Chief Technology Officer
Legal Counsel
Software Licensing Manager
IT Director
Procurement Manager
Contract Administrator
Compliance Officer
Software Development Manager
Commercial Director
Risk Manager
Information Security Officer
Business Development Manager
Product Manager
Enterprise Architect
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