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Enterprise License Agreement
"I need an Enterprise License Agreement for a cloud-based healthcare software solution that will be deployed across multiple hospitals in New Zealand, with specific provisions for patient data protection and system uptime guarantees."
1. Parties: Identification of the licensor and licensee, including full legal names and registered addresses
2. Background: Context of the agreement, brief description of the software/product, and purpose of the licensing relationship
3. Definitions: Detailed definitions of key 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 termination rights
6. Fees and Payment: License fees, payment terms, invoicing, and late payment consequences
7. Intellectual Property Rights: Ownership of IP, protection measures, and infringement procedures
8. Confidentiality: Protection of confidential information, obligations, and exclusions
9. Warranties and Disclaimers: Software performance warranties, disclaimer of implied warranties
10. Support and Maintenance: Basic support obligations, maintenance services, and response times
11. Limitation of Liability: Caps on liability, exclusions, and indemnification provisions
12. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Professional Services: Include when implementation, configuration, or training services are part of the deal
2. Hardware Requirements: Include when specific hardware is required for software operation
3. Data Protection: Include when personal data processing is involved, addressing Privacy Act 2020 requirements
4. Disaster Recovery: Include for critical enterprise systems requiring specific recovery procedures
5. Source Code Escrow: Include when source code escrow arrangements are required for risk mitigation
6. Audit Rights: Include when usage monitoring and audit provisions are necessary
7. Export Controls: Include when software is subject to export control regulations
8. Third Party Components: Include when third-party software components are part of the licensed solution
1. Schedule 1 - Licensed Software: Detailed description of licensed software components and modules
2. Schedule 2 - Technical Specifications: Technical requirements, performance specifications, and compatibility details
3. Schedule 3 - Service Level Agreement: Detailed service levels, support tiers, and performance metrics
4. Schedule 4 - Pricing and Payment Terms: Detailed fee structure, payment schedules, and pricing models
5. Schedule 5 - Support and Maintenance Services: Detailed support procedures, maintenance windows, and escalation processes
6. Schedule 6 - Implementation Plan: Timeline and milestones for software implementation if applicable
7. Schedule 7 - Authorized Users: Definition and categories of authorized users and access rights
8. Appendix A - Security Requirements: Security standards, protocols, and compliance requirements
Authors
Affiliate
Authorized Users
Business Day
Confidential Information
Configuration
Core Software
Customer Data
Documentation
Effective Date
Enterprise License Fee
Error
Escrow Materials
Force Majeure Event
Go-Live Date
Hardware Requirements
Implementation Services
Initial Term
Intellectual Property Rights
License Key
Licensed Software
Maintenance Release
Major Release
Malicious Code
Modifications
Named User
New Version
Normal Business Hours
Operating Environment
Permitted Purpose
Personal Data
Privacy Laws
Professional Services
Renewal Term
Service Credits
Service Levels
Software Upgrade
Source Code
Specification
Support Hours
Support Services
System Administrator
Term
Territory
Third Party Components
Third Party Licenses
User Acceptance Testing
User Documentation
Virus
Warranty Period
Work Product
License Restrictions
Intellectual Property Rights
Delivery and Installation
Acceptance Testing
Fees and Payment
Taxes
Support and Maintenance
Service Levels
Professional Services
Customer Obligations
Vendor Obligations
Documentation
Training
Warranties
Third Party Components
Confidentiality
Data Protection
Security Requirements
Audit Rights
Performance Monitoring
Business Continuity
Disaster Recovery
Change Control
Term and Renewal
Termination
Effect of Termination
Force Majeure
Liability Limitation
Indemnification
Insurance
Assignment
Subcontracting
Dispute Resolution
Governing Law
Notices
Entire Agreement
Variation
Waiver
Severability
Relationship of Parties
Anti-Bribery
Export Control
Publicity
Survival
Information Technology
Financial Services
Healthcare
Manufacturing
Retail
Telecommunications
Professional Services
Government
Education
Energy
Transportation
Insurance
Legal
Information Technology
Procurement
Finance
Risk and Compliance
Information Security
Enterprise Architecture
Vendor Management
Digital Transformation
Operations
Strategy
Chief Information Officer
IT Director
Chief Technology Officer
Procurement Manager
Legal Counsel
Software Asset Manager
IT Security Manager
Enterprise Architect
Contracts Manager
Chief Financial Officer
Risk and Compliance Manager
Vendor Management Officer
Chief Digital Officer
IT Operations Manager
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