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1. Parties: Identification of the licensor and licensee with full legal details
2. Background: Context of the agreement and brief description of the software product
3. Definitions: Detailed definitions of terms used throughout the agreement
4. License Grant: Scope of the license, usage rights, and restrictions
5. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
6. License Fees and Payment: Payment terms, fee structure, and payment schedule
7. Licensee Obligations: Requirements and restrictions on licensee's use of the software
8. Term and Termination: Duration of the license and circumstances for termination
9. Warranties and Disclaimers: Software performance warranties and limitation of liability
10. Confidentiality: Protection of confidential information exchanged
11. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction
12. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Data Protection: Required when software processes personal data, addressing GDPR compliance
2. Technical Support and Maintenance: Include when ongoing support services are part of the agreement
3. Service Level Agreement: Required for software with specific performance requirements or uptime guarantees
4. Implementation Services: Include when the licensor provides installation or implementation services
5. Third-Party Software: Required when the software incorporates third-party components
6. Export Controls: Include for software subject to international trade restrictions
7. Source Code Escrow: Optional provision for access to source code under specific conditions
8. Consumer Protection Provisions: Required for B2C software licenses to comply with consumer protection laws
1. Schedule 1 - Software Description: Detailed description of the licensed software and its components
2. Schedule 2 - License Fees: Detailed breakdown of license fees and payment structure
3. Schedule 3 - Technical Requirements: Minimum system requirements and technical specifications
4. Schedule 4 - Support Services: Details of support and maintenance services if included
5. Schedule 5 - Service Level Agreement: Detailed performance metrics and service levels if applicable
6. Appendix A - Acceptable Use Policy: Detailed terms of acceptable use of the software
7. Appendix B - Data Processing Agreement: GDPR-compliant data processing terms if applicable
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