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1. Parties: Identifies and provides full legal details of the licensor and licensee
2. Background: Explains the context of the agreement, including brief description of the software and purpose of the license
3. Definitions: Defines key terms used throughout the agreement, including technical terms specific to the software
4. Grant of License: Specifies the exact nature, scope, and type of license being granted
5. License Restrictions: Details what the licensee cannot do with the software
6. Term and Termination: Specifies the duration of the license and circumstances for termination
7. Fees and Payment: Details the license fees, payment terms, and any recurring charges
8. Intellectual Property Rights: Confirms ownership of IP and protects licensor's rights
9. Warranties and Disclaimers: States what is and isn't guaranteed about the software
10. Limitation of Liability: Limits the licensor's liability within bounds of NZ law
11. Confidentiality: Protects confidential information exchanged during the license relationship
12. General Provisions: Contains standard boilerplate clauses including governing law, notices, and assignment
1. Support and Maintenance: Include when ongoing technical support and software updates are part of the agreement
2. Service Level Agreement: Include for software-as-a-service (SaaS) offerings to specify availability and performance standards
3. Data Protection and Privacy: Include if the software processes personal data or requires data transfer
4. Third-Party Software: Include if the licensed software incorporates third-party components
5. Export Controls: Include if the software may be subject to international export restrictions
6. Source Code Escrow: Include if source code escrow arrangements are required for business continuity
7. Training and Implementation: Include if the license includes initial setup and user training services
8. Audit Rights: Include for licenses where usage monitoring and compliance verification is important
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the licensed software
2. Schedule 2 - License Fees: Detailed breakdown of all fees, including any variable components
3. Schedule 3 - Technical Requirements: Minimum system requirements and technical specifications for software operation
4. Schedule 4 - Support Services: Detailed description of support services, response times, and escalation procedures
5. Schedule 5 - Service Levels: Specific performance metrics and service levels for SaaS offerings
6. Appendix A - Authorized Users: Definition and list of authorized users or user categories
7. Appendix B - Acceptance Testing: Acceptance testing procedures and criteria if applicable
8. Appendix C - Data Processing Terms: Specific terms for handling personal data if applicable
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Government
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Media and Entertainment
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Information Technology
Procurement
Compliance
Software Development
Commercial Operations
Information Security
Risk Management
Product Management
Business Development
Chief Technology Officer
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