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Master License Agreement
"I need a Master License Agreement for a South African software company licensing enterprise security software to financial institutions, with specific focus on POPIA compliance and including source code escrow provisions."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Grant of License: Scope, nature, and limitations of the license being granted
5. License Fees and Payment Terms: Financial terms, payment schedules, and related obligations
6. Intellectual Property Rights: Ownership and protection of IP rights
7. Confidentiality: Protection and handling of confidential information
8. Term and Termination: Duration, renewal, and termination conditions
9. Warranties and Representations: Assurances provided by both parties
10. Limitation of Liability: Extent and limitations of parties' liabilities
11. Indemnification: Obligations to protect against third-party claims
12. General Provisions: Standard legal provisions including governing law, notices, and assignment
1. Source Code Escrow: Terms for source code protection and release conditions - used when software source code is part of the licensed material
2. Professional Services: Terms for additional services like implementation or training - used when services are part of the arrangement
3. Data Protection: Specific POPIA compliance terms - used when personal information processing is involved
4. Export Control: Compliance with export regulations - used for international licensing
5. Geographic Restrictions: Territory limitations - used when license is geographically restricted
6. Audit Rights: Terms for auditing licensee's use - used for usage-based licensing
7. Service Level Agreement: Performance standards and metrics - used for hosted or maintained software
8. Disaster Recovery: Business continuity requirements - used for business-critical licenses
1. Schedule A - Licensed Materials: Detailed description of licensed software, content, or materials
2. Schedule B - Fee Schedule: Detailed pricing, payment terms, and fee calculations
3. Schedule C - Technical Specifications: Technical requirements and specifications of licensed materials
4. Schedule D - Service Levels: Detailed service level commitments and metrics
5. Schedule E - Support Services: Description of support and maintenance services
6. Appendix 1 - Authorized Users: List of authorized users or user categories
7. Appendix 2 - Approved Locations: Approved locations for use of licensed materials
8. Appendix 3 - Security Requirements: Security standards and requirements
Authors
Agreement
Authorized Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Fees
Force Majeure Event
Initial Term
Intellectual Property Rights
License
Licensed Materials
License Fee
License Term
Maintenance Services
Material Breach
Operator
Personal Information
Processing
Permitted Purpose
Professional Services
Renewal Term
Responsible Party
Service Levels
Software
Source Code
Specifications
Support Services
Territory
Third Party Materials
Updates
Upgrades
User Documentation
Working Hours
Intellectual Property Rights
Payment Terms
Confidentiality
Data Protection
Term and Termination
Warranties
Indemnification
Limitation of Liability
Force Majeure
Assignment
Governing Law
Dispute Resolution
Notices
Audit Rights
Service Levels
Support and Maintenance
Implementation
Security Requirements
Export Control
Anti-Bribery and Corruption
Insurance
Subcontracting
Change Control
Severability
Entire Agreement
Waiver
Third Party Rights
Survival
Competition Law Compliance
Information Technology
Software Development
Telecommunications
Financial Services
Healthcare
Manufacturing
Professional Services
Media and Entertainment
Education
Research and Development
Biotechnology
Energy and Utilities
Legal
Information Technology
Procurement
Commercial
Risk and Compliance
Intellectual Property
Business Development
Operations
Finance
Information Security
Chief Technology Officer
Legal Counsel
IP Manager
Procurement Manager
Commercial Director
IT Director
Software Licensing Manager
Contract Manager
Business Development Director
Chief Information Officer
Risk Manager
Compliance Officer
Chief Legal Officer
Technology Transfer Officer
Vendor Manager
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