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1. Parties: Identification and details of the Licensor and Licensee
2. Background: Context of the agreement, ownership confirmation of the software, and purpose of the license
3. Definitions: Defined terms including Software, Documentation, Intellectual Property Rights, License Fee, etc.
4. Grant of License: Scope of license, territory, and type (exclusive/non-exclusive)
5. License Restrictions: Specific prohibitions and limitations on use of the software
6. License Fee and Payment: Financial terms, payment schedule, and related obligations
7. Intellectual Property Rights: Confirmation of ownership and protection of IPR
8. Warranties and Representations: Standard warranties regarding software ownership, functionality, and performance
9. Technical Support and Maintenance: Support services, updates, and maintenance terms
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration, renewal, and termination conditions
12. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution mechanisms
13. General Provisions: Standard boilerplate clauses including notices, assignment, and severability
1. Source Code Escrow: Terms for source code deposit and release conditions - include when source code protection is required
2. Professional Services: Terms for additional implementation or customization services - include when professional services are part of the deal
3. Data Protection: Specific provisions for handling personal data - include when software processes personal data
4. Export Control: Compliance with export regulations - include for international licensing
5. Third Party Software: Terms relating to incorporated third-party software - include when third-party components are present
6. Service Level Agreement: Specific performance metrics and standards - include for enterprise/mission-critical software
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the licensed software
2. Schedule 2 - License Fee Schedule: Detailed breakdown of license fees, payment terms, and calculation methods
3. Schedule 3 - Technical Support Services: Detailed description of support services, response times, and service levels
4. Schedule 4 - Acceptable Use Policy: Detailed terms of acceptable use and technical restrictions
5. Schedule 5 - Installation Requirements: Technical requirements and specifications for software installation
6. Appendix A - Documentation: User manuals, technical documentation, and other related materials
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