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1. Parties: Identification of licensor and licensee, including legal entities and addresses
2. Background: Context of the agreement and brief description of the software being licensed
3. Definitions: Key terms used throughout the agreement including 'Source Code', 'Derivative Works', 'Intellectual Property Rights'
4. License Grant: Scope of license, permitted uses, and restrictions
5. Intellectual Property Rights: Ownership and protection of rights in the source code
6. Confidentiality: Protection of source code and other confidential information
7. Term and Termination: Duration of agreement and termination conditions
8. Warranties and Disclaimers: Representations about the source code and limitation of warranties
9. Liability and Indemnification: Limitations of liability and indemnification obligations
10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Escrow Provisions: Terms for source code escrow arrangements, typically used when providing business-critical software to enterprise customers
2. Support and Maintenance: Terms for ongoing support of the source code, included when offering additional support services
3. Sublicensing Rights: Terms for allowing licensee to sublicense the code, used when licensee needs to distribute the code to third parties
4. Export Control: Compliance requirements with export control regulations, included when software may be subject to export restrictions
5. Audit Rights: Rights to audit licensee's use of the source code, included for high-value licenses or when compliance verification is crucial
1. Schedule A - Licensed Source Code: Detailed description and specification of the source code being licensed
2. Schedule B - License Fees: Payment terms, fee structure, and payment schedule
3. Schedule C - Technical Documentation: Documentation required for use of the source code including technical specifications
4. Schedule D - Third-Party Components: List of third-party code components and associated licenses
5. Schedule E - Support and Maintenance Services: Detailed specification of support services and service levels, if applicable
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