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1. Parties: Identification of licensor and licensee with full legal details
2. Background: Context of the agreement and brief description of the source code
3. Definitions: Detailed definitions of technical terms, source code components, and key concepts
4. License Grant: Scope of license, permitted uses, and restrictions
5. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of modifications
6. Delivery and Documentation: Terms for source code delivery and accompanying documentation
7. License Fees: Payment terms, fee structure, and payment schedule
8. Warranties and Representations: Warranties regarding ownership, non-infringement, and code quality
9. Confidentiality: Protection of source code and other confidential information
10. Term and Termination: Duration, termination conditions, and post-termination obligations
11. Liability and Indemnification: Limitation of liability and indemnification provisions
12. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Maintenance and Support: Terms for ongoing maintenance and technical support (include if support services are part of the agreement)
2. Source Code Escrow: Provisions for source code escrow arrangements (include for business-critical applications)
3. Security Requirements: Specific security measures and compliance requirements (include for sensitive applications)
4. Third-Party Components: Handling of third-party code and associated licenses (include if third-party code is present)
5. Performance Standards: Specific performance requirements and metrics (include if performance guarantees are needed)
6. Training: Terms for training services and knowledge transfer (include if training is part of the agreement)
7. Audit Rights: Rights to audit usage and compliance (include for high-value licenses)
8. Data Protection: GDPR and data protection compliance (include if personal data is processed)
9. Export Control: Export control compliance provisions (include for international licensing)
1. Schedule 1 - Source Code Description: Detailed technical description of the source code components
2. Schedule 2 - License Fees and Payment Terms: Detailed breakdown of fees, payment schedule, and calculation methods
3. Schedule 3 - Technical Requirements: Technical specifications and system requirements
4. Schedule 4 - Documentation Requirements: List and description of required documentation
5. Schedule 5 - Support and Maintenance Services: Detailed description of support services and service levels
6. Schedule 6 - Third-Party Licenses: List and copies of third-party licenses
7. Appendix A - Acceptance Testing Procedures: Procedures and criteria for acceptance testing
8. Appendix B - Security Requirements: Detailed security specifications and compliance requirements
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