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Software Intellectual Property Agreement
"I need a Software Intellectual Property Agreement for a new mobile payment app we're developing, where we want to license the technology to tHRee banks in Singapore while retaining full ownership of the source code and related IP, with the agreement to take effect from March 2025."
1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms and their meanings as used in the agreement
4. IP Rights and Ownership: Clear declaration of intellectual property ownership and rights, including copyright, patents, and trademarks
5. License Grant: Terms and scope of software license, including usage rights and restrictions
6. Confidentiality: Protection of confidential information and trade secrets
7. Term and Termination: Duration of agreement and termination conditions
8. Governing Law: Specification of Singapore law as governing law and jurisdiction
1. Source Code Escrow: Terms for source code protection and access arrangements
2. Maintenance and Support: Terms for ongoing software maintenance and technical support services
3. Data Protection: PDPA compliance provisions and data handling requirements
4. Export Control: Compliance with export regulations and international distribution requirements
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software
2. Schedule 2 - License Terms: Detailed licensing terms, conditions, and restrictions
3. Schedule 3 - Service Level Agreement: Performance metrics, service standards, and support levels
4. Schedule 4 - Fee Schedule: Pricing, payment terms, and fee structure
5. Schedule 5 - Technical Requirements: Hardware, software, and system requirements for operation
Authors
Intellectual Property Rights
Software
Source Code
Object Code
Documentation
Confidential Information
Derivative Works
Effective Date
Licensed Materials
License Fee
Modifications
Permitted Use
Territory
Third Party Software
Trade Secrets
Updates
Upgrades
User
Authorized Users
Background IP
Foreground IP
Implementation Services
Maintenance Services
Support Services
Specifications
Technical Information
Term
Working Day
Acceptance Tests
Acceptance Criteria
Affiliate
Deliverables
Development Environment
Error
Intellectual Property Claims
License Term
Performance Requirements
Platform
Security Requirements
Service Levels
License Grant
Ownership
Confidentiality
Non-Disclosure
License Fees and Payment
Representations and Warranties
Liability and Indemnification
Term and Termination
Assignment and Transfer
Source Code Access
Maintenance and Support
Technical Requirements
Quality Assurance
Data Protection
Security Requirements
Export Control
Non-Competition
Force Majeure
Dispute Resolution
Governing Law
Modifications and Improvements
Acceptance Testing
Performance Standards
Documentation Requirements
Training and Support
Audit Rights
Insurance
Third Party Rights
Notices
Entire Agreement
Severability
Waiver
Counterparts
Further Assurance
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