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Private Software License
"I need a Private Software License agreement for licensing our proprietary healthcare management software to private hospitals in Australia, including specific data protection clauses for handling patient information and integration with existing hospital systems."
1. Parties: Identification of the licensor and licensee, including full legal names and addresses
2. Background: Context of the agreement, including brief description of the software and purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. License Grant: Scope and nature of the license, including usage rights and territory restrictions
5. License Fees: Payment terms, fee structure, and payment schedule
6. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
7. Use Restrictions: Specific limitations on use, copying, modification, and distribution
8. Licensee Obligations: Key responsibilities and requirements for the licensee
9. Term and Termination: Duration of license and circumstances for termination
10. Warranties and Disclaimers: Warranties provided and limitations aligned with Australian Consumer Law
11. Liability and Indemnification: Limitation of liability and indemnification obligations
12. Confidentiality: Protection of confidential information and trade secrets
13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Data Protection and Privacy: Required if software processes personal data, ensuring compliance with Privacy Act 1988
2. Maintenance and Support: Include if ongoing support or maintenance services are provided
3. Third-Party Components: Required if software includes third-party elements, detailing associated terms
4. Export Controls: Include if software is subject to export regulations
5. Source Code Escrow: Optional protection for licensee through source code escrow arrangements
6. Service Level Agreement: Include for software provided as a service or with uptime commitments
7. Audit Rights: Optional right to audit licensee's compliance with license terms
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the licensed software
2. Schedule 2 - License Fees: Detailed breakdown of license fees, payment terms and schedules
3. Schedule 3 - Support Services: Description of support services, response times, and service levels if applicable
4. Schedule 4 - Authorized Users: Definition and limitations of authorized users if license is user-based
5. Appendix A - Technical Requirements: Minimum system requirements and technical specifications
6. Appendix B - Acceptance Testing: Acceptance testing procedures and criteria if applicable
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Information Technology
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Chief Technology Officer
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Information Security Officer
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