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Enterprise License Agreement
"I need an Enterprise License Agreement under Nigerian law for licensing our cloud-based accounting software to a major bank, with specific provisions for data localization and NDPR compliance, planned to go live by March 2025."
1. Parties: Identification of the licensor and licensee, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, brief description of the software, and purpose of the license
3. Definitions: Detailed definitions of technical terms, key concepts, and specific terms used throughout the agreement
4. License Grant: Scope of the license, usage rights, restrictions, and territory limitations
5. Term and Termination: Duration of the agreement, renewal terms, and circumstances for termination
6. Fees and Payment: License fees, payment terms, invoicing, and late payment consequences
7. Delivery and Implementation: Software delivery method, implementation timeline, and acceptance criteria
8. Technical Support and Maintenance: Support services, maintenance terms, service levels, and response times
9. Intellectual Property Rights: IP ownership, protection measures, and infringement procedures
10. Confidentiality: Protection of confidential information, permitted disclosures, and survival terms
11. Data Protection and Security: Compliance with NDPR 2019, data security measures, and breach notification procedures
12. Warranties and Disclaimers: Software performance warranties, disclaimers, and limitation of liability
13. Indemnification: Mutual indemnification obligations for IP infringement and breach of agreement
14. General Provisions: Standard clauses including governing law, notices, assignment, and entire agreement
1. Third-Party Software: Include when the licensed software incorporates third-party components, detailing additional terms and restrictions
2. Professional Services: Include when additional implementation, training, or consulting services are part of the agreement
3. Source Code Escrow: Include when source code escrow arrangements are required for business continuity
4. Export Control: Include for software with international usage or transfer restrictions
5. Disaster Recovery: Include when specific disaster recovery and business continuity requirements are needed
6. Audit Rights: Include when the licensor requires rights to audit licensee's usage and compliance
7. Change Control: Include when formal procedures for changes to software or services are required
1. Schedule 1 - Software Description: Detailed technical specifications of the licensed software
2. Schedule 2 - Service Level Agreement: Detailed support levels, response times, and performance metrics
3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees, maintenance fees, and payment schedules
4. Schedule 4 - Technical Requirements: Hardware and software requirements for operating the licensed software
5. Schedule 5 - Implementation Plan: Detailed timeline and milestones for software implementation
6. Schedule 6 - Authorized Users: Definition and limitations of authorized users and access rights
7. Appendix A - Support Procedures: Detailed procedures for accessing technical support and maintenance services
8. Appendix B - Security Requirements: Specific security measures and compliance requirements
Authors
Affiliate
Authorized Users
Business Day
Confidential Information
Configuration
Customization
Data Protection Laws
Documentation
Effective Date
Enterprise
Error
Fees
Force Majeure Event
Intellectual Property Rights
License
License Key
Licensed Software
Maintenance Services
Major Release
Minor Release
NDPR
Normal Business Hours
Notice
Operating Environment
Parties
Personal Data
Professional Services
Security Breach
Service Credits
Service Levels
Software
Source Code
Specification
Support Hours
Support Services
System Requirements
Term
Territory
Third-Party Software
Updates
Upgrades
User Documentation
Virus
Warranty Period
Work Product
License Grant
License Restrictions
Delivery and Acceptance
Implementation
Fees and Payment
Technical Support and Maintenance
Service Levels
Intellectual Property Rights
Confidentiality
Data Protection
Information Security
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Audit Rights
Dispute Resolution
Governing Law
Notices
Entire Agreement
Amendment
Severability
Third Party Rights
Waiver
Counterparts
Anti-Corruption
Export Control
Insurance
Business Continuity
Personnel
Subcontracting
Change Control
Information Technology
Banking and Financial Services
Telecommunications
Healthcare
Manufacturing
Oil and Gas
Professional Services
Government and Public Sector
Education
Retail and E-commerce
Insurance
Transportation and Logistics
Legal
Information Technology
Procurement
Finance
Compliance
Information Security
Risk Management
Operations
Vendor Management
Project Management
Chief Technology Officer
Chief Information Officer
IT Director
Procurement Manager
Legal Counsel
Contract Manager
Software Licensing Manager
Information Security Officer
Compliance Officer
Enterprise Architect
IT Operations Manager
Finance Director
Risk Manager
Technical Project Manager
Vendor Management Officer
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