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1. Parties: Identification of licensor and licensee, including legal entities and contact details
2. Background: Context of the agreement and brief description of the software
3. Definitions: Key terms used throughout the agreement including Software, Documentation, Intellectual Property Rights, etc.
4. Grant of License: Scope and nature of the license being granted
5. License Restrictions: Specific limitations on use, copying, modification, and distribution
6. Intellectual Property Rights: Ownership and protection of IP rights
7. Term and Termination: Duration of license and conditions for termination
8. Warranties and Disclaimers: Express warranties and limitations of liability
1. Maintenance and Support: Terms for ongoing support and updates - include when ongoing support services are offered
2. Export Controls: Compliance with export regulations - include when software may be used internationally
3. Source Code Escrow: Terms for source code protection and access - include for enterprise software with critical business dependencies
4. Data Protection: Privacy and data handling requirements - include when software processes personal data
1. Schedule 1 - Software Description: Detailed technical specifications and functionality
2. Schedule 2 - License Fees: Pricing structure and payment terms
3. Schedule 3 - Service Level Agreement: Performance metrics and support standards
4. Schedule 4 - Acceptable Use Policy: Guidelines for proper software usage
5. Schedule 5 - Third-Party Software: List of incorporated third-party components and their licenses
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