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Source Code License Agreement
"I need a Source Code License Agreement under Singapore law to license our proprietary trading algorithm software to a financial institution, with strict usage limitations and including source code escrow provisions for business continuity assurance."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and ownership status of the source code
3. Definitions: Key terms used throughout the agreement including Licensed Software, Documentation, Intellectual Property Rights
4. License Grant: Scope, nature, and limitations of the license including territory, term, and permitted uses
5. License Restrictions: Specific prohibitions and limitations on use, including restrictions on modification, reverse engineering, and sublicensing
6. Intellectual Property Rights: Ownership and rights retention provisions, including protection of proprietary rights
7. Term and Termination: Duration of the agreement and conditions for termination, including consequences of termination
8. Warranties and Liability: Warranty terms and limitations of liability under Singapore law
9. Confidentiality: Protection of confidential information and trade secrets
10. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Maintenance and Support: Terms for ongoing support, updates, and maintenance services when offered as part of the license
2. Source Code Escrow: Provisions for source code deposit with third party for business continuity purposes
3. Export Controls: Compliance with export regulations for international licensing scenarios
4. Data Protection: PDPA compliance provisions when software processes personal data
5. Audit Rights: Rights to audit licensee's use of the software and compliance with license terms
1. Schedule 1: Licensed Software: Detailed description of the source code being licensed, including version numbers and components
2. Schedule 2: Technical Specifications: Technical details, documentation, and minimum system requirements
3. Schedule 3: License Fees: Payment terms, fee structure, and payment schedule
4. Schedule 4: Support Services: Detailed description of maintenance and support services if included
5. Schedule 5: Acceptable Use Policy: Detailed terms of acceptable use and technical restrictions
Authors
Authorized Users
Background IP
Business Day
Commencement Date
Confidential Information
Deliverables
Documentation
Effective Date
Foreground IP
Intellectual Property Rights
License Fee
Licensed Materials
Licensed Software
Maintenance Services
Modifications
Object Code
Purpose
Source Code
Source Code Materials
Specifications
Support Services
Term
Territory
Third Party Software
Updates
Upgrades
Usage Restrictions
User Manual
License Restrictions
Intellectual Property Rights
Delivery and Installation
Acceptance Testing
License Fees and Payment
Maintenance and Support
Documentation
Warranties
Representations
Confidentiality
Data Protection
Source Code Escrow
Audit Rights
Export Controls
Security Requirements
Performance Standards
Modification Rights
Sublicensing
Territory Restrictions
Term and Termination
Effect of Termination
Force Majeure
Assignment
Third Party Rights
Dispute Resolution
Governing Law
Indemnification
Limitation of Liability
Insurance
Notices
Entire Agreement
Severability
Variation
Waiver
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