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Software Sublicense Agreement
"I need a Software Sublicense Agreement governed by Singapore law for sublicensing our enterprise resource planning software to three manufacturing companies in Southeast Asia, with specific provisions for data protection and source code escrow arrangements."
1. Parties: Identification and details of the licensor and sublicensee
2. Background: Context of the agreement, including original license details
3. Definitions: Key terms used throughout the agreement
4. Grant of Sublicense: Scope and nature of the sublicense being granted
5. License Fees: Payment terms and schedule
6. Intellectual Property Rights: Ownership and protection of IP
7. Term and Termination: Duration and termination conditions
8. Warranties and Limitations: Warranties provided and their limitations
9. Governing Law: Specification of Singapore law as governing law
1. Data Protection: PDPA compliance requirements - include when software processes personal data
2. Export Controls: Export restriction compliance - include for international usage
3. Source Code Escrow: Source code protection provisions - include for critical enterprise software
4. Professional Services: Additional service provisions - include when implementation services are part of the agreement
1. Schedule 1 - Software Description: Detailed description of licensed software and functionality
2. Schedule 2 - License Fees Schedule: Detailed breakdown of fees and payment terms
3. Schedule 3 - Technical Requirements: Hardware and software requirements for operation
4. Schedule 4 - Service Level Agreement: Performance metrics and support terms
5. Schedule 5 - Original License Agreement: Copy of the original license agreement with primary licensor
Authors
Authorized Users
Confidential Information
Documentation
Effective Date
Intellectual Property Rights
License Fees
License Term
Original License Agreement
Original Licensor
Permitted Purpose
Software
Source Code
Specification
Sublicense
Sublicensee
Sublicensor
Support Services
Technical Requirements
Territory
Third Party Software
Updates
Upgrades
User Manual
Working Day
Acceptance Tests
Affiliate
Business Hours
Customization
Data Protection Laws
Defect
Deliverables
Development Services
Error
Implementation Services
Maintenance Services
Personal Data
Service Credits
Service Levels
Site
System Requirements
License Restrictions
License Fees and Payment
Intellectual Property Rights
Warranties
Limitations of Liability
Confidentiality
Term and Termination
Use Restrictions
Compliance
Audit Rights
Assignment
Sub-contracting
Modifications
Support and Maintenance
Documentation
Delivery and Installation
Training
Force Majeure
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Third Party Rights
Data Protection
Export Controls
Source Code Escrow
Service Levels
Implementation Services
Professional Services
Change Control
Acceptance Testing
Business Continuity
Disaster Recovery
Anti-Bribery
Insurance
Non-Competition
White Labeling
Territory Restrictions
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