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Perpetual Software Licence
"I need a Perpetual Software Licence agreement for our new enterprise resource planning software, which will be deployed across our UK offices from March 2025, with specific provisions for source code escrow and multi-user access rights for up to 500 users."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the software
3. Definitions: Key terms used throughout the agreement
4. Grant of Licence: Scope and nature of the perpetual licence
5. Intellectual Property Rights: Ownership and protection of IP rights
6. Licence Fees: Payment terms and conditions
7. Warranties and Representations: Guarantees regarding software functionality and performance
8. Limitation of Liability: Scope of liability and limitations
9. Termination: Circumstances for termination despite perpetual nature
10. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Data Protection: Required if software processes personal data - includes data processing terms, compliance requirements, and security measures
2. Source Code Escrow: Provisions for source code protection and access conditions - relevant when licensee requires source code security
3. Service Level Agreement: Performance and support standards - applicable when ongoing support is included in the licence
4. Export Controls: Compliance with export regulations - necessary for international licensing arrangements
1. Schedule 1 - Software Description: Detailed technical specifications of the software
2. Schedule 2 - Licence Fees: Detailed breakdown of fees and payment terms
3. Schedule 3 - Technical Requirements: Hardware and system requirements for the software
4. Schedule 4 - Support Services: Details of maintenance and support services if included
5. Schedule 5 - Permitted Users: List of authorized users or user categories and usage limitations
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