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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including brief description of the licensed material and purpose
3. Definitions: Defined terms used throughout the agreement
4. Grant of License: Scope and nature of the license, including territory, duration, and usage rights
5. License Period: Specific terms regarding the duration of the license, renewal provisions, and end date
6. License Fees: Payment terms, fee structure, and payment schedule
7. Licensee Obligations: Key responsibilities and restrictions on the licensee's use of licensed material
8. Licensor Obligations: Responsibilities of the licensor, including delivery and maintenance obligations
9. Intellectual Property Rights: Affirmation of IP ownership and protection measures
10. Warranties and Representations: Standard warranties regarding ownership, right to license, and quality assurances
11. Limitation of Liability: Limits on parties' liability and exclusions
12. Termination: Grounds for termination, notice periods, and consequences of termination
13. Post-Termination Obligations: Actions required after license termination, including return or destruction of materials
14. Confidentiality: Protection of confidential information exchanged during the license period
15. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Maintenance and Support: Terms for ongoing support and maintenance, typically included for software licenses
2. Service Levels: Performance standards and metrics, relevant for software or technology licenses
3. Data Protection: GDPR and data protection compliance provisions, required if personal data is processed
4. Source Code Escrow: Provisions for source code protection and access, relevant for software licenses
5. Export Control: Compliance with export regulations, needed for international licensing
6. Training and Implementation: Terms for user training and implementation support, relevant for complex products
7. Audit Rights: Rights to audit licensee's use of licensed material, common in high-value licenses
8. Insurance: Insurance requirements, typically included in high-risk or high-value licenses
1. Schedule 1 - Licensed Material: Detailed description of the licensed intellectual property or products
2. Schedule 2 - License Fees: Detailed breakdown of fees, payment structure, and calculations
3. Schedule 3 - Technical Specifications: Technical details and requirements of the licensed material
4. Schedule 4 - Service Levels: Detailed service level agreements and performance metrics
5. Appendix A - Acceptable Use Policy: Specific rules and guidelines for using the licensed material
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