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1. Parties: Identification of the licensor and licensee, including full legal names and addresses
2. Background: Context of the agreement, nature of the software, and general purpose of the license
3. Definitions: Key terms including Source Code, Derivative Works, Intellectual Property Rights, Licensed Software, Documentation
4. Grant of License: Scope of license, permitted uses, and restrictions on use of the source code
5. License Fees: Payment terms, fee structure, and payment schedule
6. Delivery and Implementation: Terms for source code delivery, format, and any implementation requirements
7. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of modifications
8. Confidentiality: Protection of source code and other confidential information
9. Warranties and Representations: Warranties regarding ownership, non-infringement, and code quality
10. Liability and Indemnification: Limitation of liability and indemnification obligations
11. Term and Termination: Duration, termination rights, and post-termination obligations
12. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Maintenance and Support: Include when ongoing maintenance and support services are part of the agreement
2. Escrow Arrangements: Include when source code is to be held in escrow as security
3. Security Requirements: Include when specific security measures for code handling are needed
4. Audit Rights: Include when licensor requires rights to audit licensee's use of the code
5. Performance Requirements: Include when specific performance standards must be maintained
6. Third Party Code: Include when the source code contains third-party components
7. Export Control: Include when software may be subject to export restrictions
8. Data Protection: Include when software processes personal data or when GDPR compliance is relevant
1. Schedule 1 - Source Code Description: Detailed technical description of the licensed source code
2. Schedule 2 - License Fees and Payment Terms: Detailed breakdown of fees, payment schedule, and calculation methods
3. Schedule 3 - Technical Requirements: Technical specifications, development environment, and compatibility requirements
4. Schedule 4 - Maintenance and Support Terms: Detailed maintenance and support provisions if applicable
5. Schedule 5 - Permitted Users: List of authorized users or user categories permitted to access the source code
6. Appendix A - Acceptable Use Policy: Detailed rules and restrictions for source code use
7. Appendix B - Security Requirements: Specific security measures and protocols for handling the source code
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