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Non Exclusive Perpetual License
"I need a Non-Exclusive Perpetual License agreement for licensing our proprietary software solution to Nigerian banks, with implementation starting March 2025, including provisions for technical support 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 including description of the intellectual property and the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Explicit grant of the non-exclusive, perpetual license including scope and permitted uses
5. License Restrictions: Clear limitations on the license use and explicit restrictions
6. Payment Terms: License fees, payment schedule, and any ongoing royalties or maintenance fees
7. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
8. Representations and Warranties: Standard warranties regarding ownership, right to license, and non-infringement
9. Confidentiality: Protection of confidential information exchanged under the agreement
10. Term and Termination: Duration of agreement and circumstances allowing termination despite perpetual nature
11. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments
1. Quality Control: Required when licensing includes trademarks or branding elements
2. Maintenance and Support: Needed when licensing software or technical solutions requiring ongoing support
3. Sub-licensing Rights: Include when licensee may need to sub-license to affiliates or third parties
4. Export Control: Required when licensed material may be subject to export restrictions
5. Source Code Escrow: Relevant for software licenses where source code access might be needed
6. Data Protection: Include when personal data processing is involved in the licensed activities
7. NOTAP Registration: Required for technology transfer licenses that fall under NOTAP jurisdiction
8. Training and Implementation: Include when licensed technology requires specific training or implementation support
1. Schedule 1 - Licensed IP: Detailed description of the intellectual property being licensed
2. Schedule 2 - Technical Specifications: Technical details and specifications of the licensed technology or software
3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
4. Schedule 4 - Service Levels: Performance standards and service levels if applicable
5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Appendix A - Usage Guidelines: Specific guidelines for using the licensed IP
7. Appendix B - Support Terms: Detailed terms of any maintenance and support services
Authors
Agreement
Applicable Law
Background IP
Business Day
Commencement Date
Confidential Information
Derivative Works
Documentation
Effective Date
Fees
Force Majeure Event
Foreground IP
Improvements
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Technology
Licensed Territory
Licensee
Licensor
Maintenance Services
NOTAP
Party/Parties
Permitted Purpose
Permitted Users
Perpetual Period
Related Rights
Royalties
Source Code
Specifications
Sub-licensee
Support Services
Technical Information
Term
Third Party
Trade Secrets
Updates
Use
User Documentation
Working Hours
Grant of License
License Scope
Non-Exclusivity
Territory Rights
Payment Terms
Royalties
Duration
Intellectual Property Rights
Ownership
Use Restrictions
Technical Support
Maintenance
Quality Control
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Force Majeure
Assignment
Sub-licensing
Regulatory Compliance
NOTAP Registration
Audit Rights
Record Keeping
Performance Standards
Technical Specifications
Implementation
Training
Documentation
Source Code Access
Updates and Modifications
Competition Law Compliance
Export Control
Dispute Resolution
Governing Law
Termination
Post-Termination Obligations
Notices
Entire Agreement
Severability
Amendment
Waiver
Third Party Rights
Counterparts
Technology and Software
Manufacturing
Telecommunications
Pharmaceuticals
Media and Entertainment
Biotechnology
Energy and Resources
Consumer Goods
Agriculture
Financial Services
Education and Training
Healthcare
Legal
Intellectual Property
Commercial
Business Development
Research and Development
Information Technology
Finance
Compliance
Operations
Strategic Planning
Technical Operations
Product Development
Legal Counsel
Intellectual Property Manager
Chief Technology Officer
Licensing Manager
Commercial Director
Business Development Manager
Contract Manager
Compliance Officer
Technology Transfer Officer
Innovation Director
Research and Development Director
Chief Executive Officer
Chief Financial Officer
IP Rights Administrator
General Counsel
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