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Non Exclusive Perpetual License
"I need a Non-Exclusive Perpetual License agreement for licensing our proprietary software to multiple enterprise customers in Hong Kong, including provisions for ongoing maintenance support and source code escrow arrangements, with the agreement intended to take effect from March 1, 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including brief description of the licensed material and purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Scope of the non-exclusive perpetual license, including permitted uses and restrictions
5. License Fee: Payment terms, including initial fees and any ongoing royalties or maintenance fees
6. Intellectual Property Rights: Confirmation of ownership and protection of intellectual property rights
7. Warranties and Representations: Warranties regarding ownership, right to license, and non-infringement
8. Limitations of Liability: Limitations and exclusions of liability for both parties
9. Confidentiality: Obligations regarding confidential information exchanged under the agreement
10. Term and Termination: Duration of the agreement and circumstances for termination despite perpetual nature
11. Post-Termination: Rights and obligations that survive termination
12. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Quality Control: Required when licensed material needs to maintain certain quality standards or specifications
2. Support and Maintenance: Include when ongoing technical support or maintenance is part of the license
3. Territory Restrictions: Needed when license use is limited to specific geographic regions
4. Sublicensing Rights: Include when licensee may be permitted to sublicense to third parties
5. Source Code Escrow: For software licenses where source code access may be required under certain conditions
6. Data Protection: Required when personal data processing is involved in the licensed material
7. Export Control: Necessary for licenses involving technology subject to export regulations
8. Audit Rights: Include when licensor requires right to audit licensee's use of licensed material
1. Schedule 1 - Licensed Material: Detailed description and specifications of the licensed material
2. Schedule 2 - Fee Schedule: Detailed breakdown of all applicable fees and payment terms
3. Schedule 3 - Technical Requirements: Technical specifications and requirements for using the licensed material
4. Schedule 4 - Service Levels: Service level requirements and metrics if applicable
5. Schedule 5 - Approved Sublicensees: List of pre-approved sublicensees if applicable
6. Appendix A - Usage Guidelines: Detailed guidelines for acceptable use of the licensed material
7. Appendix B - Support and Maintenance Terms: Detailed terms for any support and maintenance services
Authors
Authorized Users
Background IP
Business Day
Commencement Date
Confidential Information
Delivery Date
Documentation
Effective Date
Force Majeure Event
Improvements
Initial Term
Intellectual Property Rights
Licensed Material
Licensed Products
Licensed Technology
License Fee
License Territory
Maintenance Services
Modifications
Notice
Permitted Purpose
Related Companies
Royalty
Security Interest
Source Code
Specifications
Support Services
Technical Information
Term
Third Party Materials
Trade Marks
Updates
Upgrades
Use
Warranty Period
Works
License Scope
Term and Duration
Payment and Fees
Intellectual Property Rights
Non-Exclusivity
Permitted Use
Territory Restrictions
Confidentiality
Warranties
Representations
Indemnification
Liability Limitation
Quality Control
Support and Maintenance
Technical Requirements
Documentation
Audit Rights
Assignment
Sublicensing
Improvements
Updates and Modifications
Force Majeure
Termination Rights
Post-Termination Obligations
Dispute Resolution
Governing Law
Notices
Data Protection
Export Control
Anti-Corruption
Entire Agreement
Amendment
Severability
Waiver
Third Party Rights
Counterparts
Technology
Software Development
Media and Entertainment
Publishing
Manufacturing
Biotechnology
Telecommunications
Financial Services
Healthcare
Education
Research and Development
Gaming
Artificial Intelligence
Industrial Design
Consumer Products
Legal
Intellectual Property
Commercial
Business Development
Finance
Product Development
Research and Development
Compliance
Risk Management
Information Technology
Operations
Chief Legal Officer
Head of Legal
Legal Counsel
Intellectual Property Manager
Licensing Manager
Contract Manager
Chief Technology Officer
Chief Commercial Officer
Business Development Director
Chief Executive Officer
Chief Financial Officer
Product Manager
Innovation Director
Research and Development Director
Compliance Officer
Risk Manager
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