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On Premise Software License
"I need an On Premise Software License Agreement for my enterprise security software product being licensed to financial institutions in Canada, with specific focus on data protection requirements and source code escrow provisions."
1. Parties: Identification of the licensor and licensee with 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 of the license, including usage rights, restrictions, and territory limitations
5. Delivery and Installation: Terms regarding software delivery, installation requirements, and acceptance criteria
6. License Fees: Payment terms, fee structure, and payment schedule
7. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of improvements
8. Warranties and Representations: Software performance warranties, authority to license, and compliance with laws
9. Technical Support and Maintenance: Support services, maintenance terms, and service levels
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration of agreement, renewal terms, and termination rights
12. Effect of Termination: Obligations upon termination, including return or destruction of software
13. Limitation of Liability: Limits on liability and exclusions of certain types of damages
14. General Provisions: Standard legal provisions including governing law, notices, and assignment
1. Source Code Escrow: Terms for source code escrow arrangement, used when licensee requires business continuity protection
2. Professional Services: Additional implementation or customization services, included when professional services are part of the deal
3. Data Protection: Specific data handling and privacy requirements, included when personal data processing is involved
4. Disaster Recovery: Business continuity and disaster recovery obligations, important for critical business applications
5. Export Controls: Export compliance terms, included when software may be subject to export regulations
6. Insurance: Insurance requirements, included for high-value or high-risk implementations
7. Audit Rights: Software usage audit provisions, included for complex licensing metrics or compliance requirements
8. Third-Party Software: Terms regarding third-party components, included when software incorporates third-party elements
1. Schedule A - Software Description: Detailed technical specifications and functionality of the licensed software
2. Schedule B - License Metrics and Fees: Detailed pricing, license metrics, and payment terms
3. Schedule C - Service Level Agreement: Technical support and maintenance service levels and response times
4. Schedule D - Implementation Plan: Software implementation timeline and milestones
5. Schedule E - Acceptable Use Policy: Detailed terms of acceptable use and restrictions
6. Schedule F - Security Requirements: Security standards and requirements for software operation
7. Appendix 1 - Technical Requirements: Minimum system requirements and technical specifications
8. Appendix 2 - Support Contact Details: Contact information and escalation procedures for technical support
Authors
Information Technology
Healthcare
Financial Services
Manufacturing
Retail
Education
Government
Professional Services
Telecommunications
Energy and Utilities
Transportation and Logistics
Media and Entertainment
Legal
Information Technology
Procurement
Finance
Compliance
Information Security
Vendor Management
Operations
Risk Management
Enterprise Architecture
Chief Information Officer
IT Director
Legal Counsel
Procurement Manager
Software License Manager
IT Security Manager
Chief Technology Officer
Contract Administrator
Chief Legal Officer
IT Infrastructure Manager
Compliance Officer
Enterprise Architect
Chief Financial Officer
IT Operations Manager
Vendor Management Specialist
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