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Master Use License Agreement
"I need a Master Use License Agreement governed by Hong Kong law for licensing our enterprise software platform to financial institutions in Asia, with specific provisions for data security compliance and source code escrow arrangements."
1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope of the license, including territory, duration, and whether exclusive or non-exclusive
5. License Restrictions: Specific limitations on use, prohibited activities, and reserved rights
6. License Fees and Payment: Payment terms, fee structure, invoicing, and payment methods
7. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of improvements
8. Confidentiality: Protection and handling of confidential information
9. Warranties and Representations: Warranties regarding ownership, non-infringement, and performance
10. Liability and Indemnification: Limitation of liability and mutual indemnification obligations
11. Term and Termination: Duration of agreement, renewal terms, and termination rights
12. Post-Termination Obligations: Actions required after termination including return of materials
13. General Provisions: Standard boilerplate including governing law, notices, and assignment
1. Source Code Escrow: Terms for source code deposit and release conditions, used when licensee requires access to source code for security
2. Professional Services: Terms for additional implementation, training, or support services if provided
3. Service Levels: Performance standards and metrics, used for software or platform licenses
4. Data Protection: Specific provisions for handling personal data, required if personal data is processed
5. Audit Rights: Terms allowing licensor to audit licensee's use, important for usage-based licensing
6. Geographic Restrictions: Specific territorial limitations and export control provisions
7. Change Control: Process for managing changes to licensed materials or services
8. Disaster Recovery: Business continuity requirements, important for critical software or services
1. Schedule 1 - Licensed Materials: Detailed description of software, content, or other materials being licensed
2. Schedule 2 - Technical Specifications: Technical requirements, compatibility, and performance specifications
3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees, payment structure, and calculations
4. Schedule 4 - Support Services: Description of support and maintenance services if included
5. Schedule 5 - Service Levels: Detailed service level metrics and remedies if applicable
6. Appendix A - Authorized Users: Definition and list of authorized users or user categories
7. Appendix B - Acceptable Use Policy: Detailed rules and guidelines for acceptable use of licensed materials
Authors
Affiliate
Authorized Users
Business Day
Charges
Confidential Information
Documentation
Effective Date
Fees
Force Majeure Event
Intellectual Property Rights
License
Licensed Materials
License Term
Licensee
Licensor
Maintenance Services
Modifications
Notice
Permitted Purpose
Professional Services
Representatives
Service Levels
Software
Source Code
Specifications
Support Services
Term
Territory
Third Party Materials
Updates
Upgrades
User Access
Working Hours
Work Product
Data Protection Laws
Personal Data
Intellectual Property Claim
License Metrics
Permitted Sublicensees
Security Requirements
Service Credits
System Requirements
Technical Support
Usage Data
User Documentation
Grant of License
License Restrictions
Payment
Intellectual Property Rights
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Force Majeure
Term and Termination
Assignment
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Counterparts
Authorization
Compliance with Laws
Export Control
Audit Rights
Service Levels
Support Services
Security
Business Continuity
Insurance
Anti-Corruption
Competition Law
Reporting
Escrow
Exit Management
Technology
Software Development
Digital Media
Entertainment
Financial Services
Healthcare
Education
Manufacturing
Telecommunications
Professional Services
E-commerce
Gaming
Cloud Services
Consulting
Research and Development
Legal
Procurement
Information Technology
Product Development
Intellectual Property
Commercial Operations
Risk and Compliance
Business Development
Vendor Management
Software Asset Management
Contract Administration
Technology Operations
Legal Counsel
Contract Manager
Licensing Manager
Intellectual Property Director
Commercial Director
Chief Technology Officer
Head of Products
Business Development Manager
Procurement Manager
Risk Manager
Compliance Officer
Software Licensing Specialist
IP Rights Manager
General Counsel
Technology Procurement Specialist
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