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Software License Term Sheet
"I need a Software License Term Sheet for licensing our enterprise-level data analytics software to financial institutions in the US market, with specific provisions for data security compliance and source code protection."
1. Parties: Identification of licensor and licensee, including full legal names and addresses
2. Background: Context of the software licensing arrangement and brief description of the software product
3. Definitions: Key terms used throughout the term sheet including Software, Documentation, Intellectual Property Rights, License Fees
4. License Grant: Scope and nature of the software license, including usage rights, restrictions, and territory
5. License Fees: Payment terms, fee structure, and payment schedule
6. Term and Termination: Duration of the license, renewal terms, and conditions for termination
7. Intellectual Property Rights: Ownership of IP rights, protection measures, and infringement handling
8. Warranties and Limitations: Software warranties, disclaimer of warranties, and limitation of liability
1. Source Code Escrow: Terms for source code protection and release conditions, relevant for mission-critical software
2. Professional Services: Terms for implementation, customization, or maintenance services if required
3. Data Processing Terms: Terms for handling personal data, compliance with privacy laws, and data protection measures
4. Export Control: Compliance requirements with US export control laws and regulations
5. Disaster Recovery: Requirements for backup, recovery, and business continuity measures
1. Schedule A - Software Description: Detailed description of licensed software, features, and functionality
2. Schedule B - Service Level Agreement: Performance metrics, service levels, and support requirements
3. Schedule C - Fee Schedule: Detailed breakdown of licensing fees, payment terms, and pricing structure
4. Schedule D - Technical Requirements: Hardware, system, and infrastructure requirements for software operation
5. Schedule E - Maintenance and Support: Terms and conditions for ongoing maintenance and technical support services
Authors
Authorized Users
Confidential Information
Documentation
Effective Date
Intellectual Property Rights
License Fee
License Term
Licensed Software
Maintenance Services
Professional Services
Service Levels
Software Updates
Source Code
Specifications
Support Services
System Requirements
Territory
Third-Party Software
User License
Use Restrictions
Warranty Period
Work Product
Scope of Use
License Restrictions
License Fees and Payment
Intellectual Property Rights
Confidentiality
Term and Termination
Warranties
Limitation of Liability
Indemnification
Support and Maintenance
Acceptance Testing
Service Levels
Compliance
Data Protection
Export Control
Assignment
Force Majeure
Governing Law
Dispute Resolution
Non-Solicitation
Audit Rights
Insurance
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