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Third Party License
"I need a Third Party License Agreement for licensing our proprietary software to healthcare institutions in India, with specific provisions for data protection and integration with existing hospital management systems, planned to commence from March 2025."
1. Parties: Identification of the licensor, licensee, and any other relevant parties with their 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, nature, and extent of the license being granted (exclusive/non-exclusive, territory, duration)
5. License Fees and Payment Terms: Details of licensing fees, payment schedule, payment methods, and late payment consequences
6. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of improvements or derivatives
7. Licensee Obligations: Core responsibilities and requirements for the licensee's use of the licensed material
8. Restrictions: Specific limitations on use, prohibited activities, and territory restrictions
9. Term and Termination: Duration of agreement, renewal terms, and circumstances for termination
10. Confidentiality: Protection of confidential information and trade secrets
11. Warranties and Representations: Warranties regarding ownership, non-infringement, and performance
12. Limitation of Liability: Caps on liability and exclusions of certain types of damages
13. Indemnification: Mutual or one-way indemnification obligations
14. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, assignment, severability, and entire agreement
1. Source Code Escrow: Include when source code access might be necessary under specific circumstances
2. Data Protection: Include when licensed material involves processing of personal or sensitive data
3. Service Levels: Include when the license includes ongoing service components or performance requirements
4. Export Control: Include when licensed material may be subject to export control regulations
5. Audit Rights: Include when regular auditing of licensee's use is necessary
6. Insurance: Include when specific insurance coverage is required for high-risk licenses
7. Change Control: Include when licensed material may require frequent updates or modifications
8. Training and Support: Include when technical training or ongoing support is part of the license
9. Disaster Recovery: Include when business continuity requirements are critical
10. Competition Restrictions: Include when non-compete or market restrictions are necessary
1. Schedule 1 - Licensed Material: Detailed description of the licensed technology, software, or content
2. Schedule 2 - Technical Specifications: Technical requirements, compatibility specifications, and performance parameters
3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
4. Schedule 4 - Service Levels: Specific performance metrics and service level requirements if applicable
5. Schedule 5 - Support Services: Details of technical support, maintenance, and upgrade services
6. Appendix A - Authorized Users: List of authorized users or user categories and their access rights
7. Appendix B - Territory: Detailed description of authorized geographic territories or markets
8. Appendix C - Implementation Plan: Timeline and milestones for implementation if required
Authors
Authorized Users
Background IP
Confidential Information
Commencement Date
Documentation
Effective Date
Fees
Force Majeure Event
Intellectual Property Rights
License
Licensed Material
Licensed Products
Licensed Technology
Improvements
Implementation Period
Initial Term
Know-how
Marks
Maintenance Services
Material Breach
Modification
Notice
Permitted Purpose
Proprietary Rights
Renewal Term
Royalties
Service Levels
Source Code
Specifications
Support Services
Technical Information
Term
Territory
Third Party Components
Updates
Upgrades
Use
User Data
Working Day
Scope of License
Territory
Intellectual Property Rights
Payment Terms
Royalties
Use Restrictions
Technical Requirements
Confidentiality
Data Protection
Warranties
Representations
Indemnification
Limitation of Liability
Term and Duration
Termination
Force Majeure
Assignment
Sub-licensing
Audit Rights
Compliance
Performance Standards
Support and Maintenance
Quality Control
Documentation
Training
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendment
Severability
Entire Agreement
Non-Competition
Export Control
Insurance
Information Technology
Software Development
Telecommunications
Manufacturing
Healthcare
Financial Services
Media and Entertainment
Pharmaceutical
Biotechnology
Education
Retail
Automotive
Energy
Legal
Intellectual Property
Commercial
Finance
Risk and Compliance
Technology
Product Development
Business Development
Operations
Strategy
Chief Legal Officer
Intellectual Property Counsel
Licensing Manager
Contract Manager
Chief Technology Officer
Business Development Director
Commercial Director
Chief Financial Officer
Risk Management Officer
Compliance Officer
Product Manager
Technical Director
General Counsel
Corporate Lawyer
IP Strategy Manager
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