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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the software
3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement
4. Grant of License: Scope and nature of the license granted, including territory and duration
5. License Restrictions: Specific limitations on use, modification, and distribution of the source code
6. Intellectual Property Rights: Declaration and protection of IP rights, including ownership of modifications
7. Delivery and Documentation: Terms for source code delivery and accompanying documentation
8. License Fees: Payment terms, fee structure, and payment schedule
9. Warranties and Representations: Warranties regarding ownership, non-infringement, and code quality
10. Technical Support and Maintenance: Terms for ongoing support and maintenance services
11. Confidentiality: Protection of confidential information and trade secrets
12. Term and Termination: Duration of agreement and termination conditions
13. Post-Termination Obligations: Actions required after agreement termination
14. Liability and Indemnification: Limitation of liability and indemnification provisions
15. General Provisions: Standard legal provisions including governing law, jurisdiction, and notices
1. Source Code Escrow: Terms for source code escrow arrangement with a third party, used when providing business continuity assurance
2. Data Protection: GDPR compliance provisions, required if the software processes personal data
3. Export Control: Compliance with export control regulations, needed for international licensing
4. Performance Requirements: Specific performance standards and metrics, useful for business-critical software
5. Sublicensing Rights: Terms for sublicensing, if permitted
6. Change Control: Procedures for managing changes to the source code
7. Security Requirements: Specific security standards and compliance requirements
8. Training and Implementation: Terms for training and implementation support
1. Schedule 1: Software Description: Detailed technical description of the licensed software
2. Schedule 2: Technical Specifications: Detailed technical requirements and specifications
3. Schedule 3: License Fees and Payment Schedule: Detailed breakdown of fees and payment terms
4. Schedule 4: Support and Maintenance Services: Detailed description of support and maintenance services
5. Schedule 5: Acceptance Testing: Testing procedures and acceptance criteria
6. Appendix A: Approved Subcontractors: List of approved subcontractors for development or maintenance
7. Appendix B: Security Standards: Required security standards and protocols
8. Appendix C: Documentation Requirements: Requirements for technical documentation
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