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Software License Subscription
"I need a Software License Subscription agreement for a cloud-based healthcare analytics platform that will be deployed to Swiss hospitals, with strict data protection requirements and an initial term starting January 2025."
1. Parties: Identification of the contracting parties including full legal names, addresses, and registration details
2. Background: Context of the agreement and brief description of the software and subscription service
3. Definitions: Definitions of key terms used throughout the agreement
4. License Grant: Scope of the software license, usage rights, and restrictions
5. Subscription Terms: Duration, renewal, and subscription model details
6. Fees and Payment: Pricing, payment terms, invoicing, and late payment consequences
7. Service Access and Availability: Terms regarding access to the software and service availability commitments
8. Data Protection and Security: Compliance with Swiss data protection laws and security requirements
9. Intellectual Property Rights: IP ownership, protection, and infringement provisions
10. Confidentiality: Protection of confidential information and trade secrets
11. Customer Obligations: Customer responsibilities and acceptable use policies
12. Provider Obligations: Provider's commitments, including support and maintenance
13. Warranties and Disclaimers: Warranties provided and limitations
14. Liability and Indemnification: Limitation of liability and indemnification provisions
15. Term and Termination: Contract duration, termination rights, and consequences
16. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Professional Services: Include when implementation, configuration, or training services are provided
2. Service Levels: Include when specific performance metrics and remedies are required
3. Disaster Recovery: Include for business-critical applications requiring specific recovery commitments
4. Audit Rights: Include when customer requires rights to audit usage or compliance
5. Source Code Escrow: Include when source code escrow arrangements are required
6. Data Migration: Include when specific provisions for data migration in/out are needed
7. Insurance Requirements: Include when specific insurance coverage needs to be maintained
8. Compliance with Industry Standards: Include when specific industry regulations or standards apply
1. Software Description: Detailed description of the licensed software and its functionality
2. Technical Requirements: Hardware, software, and network requirements for using the software
3. Service Level Agreement: Detailed service levels, metrics, and remedies
4. Support and Maintenance: Description of support services, response times, and maintenance windows
5. Fee Schedule: Detailed pricing, payment terms, and calculation methods
6. Data Processing Agreement: Detailed terms for processing personal data in compliance with Swiss law
7. Security Requirements: Detailed security standards and requirements
8. Acceptable Use Policy: Detailed rules and restrictions for software usage
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