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Limited Use License Agreement
"I need a Limited Use License Agreement for licensing our proprietary software platform to a multinational corporation, with strict usage restrictions limiting access to their Asia-Pacific offices and including source code escrow provisions, to be effective from March 1, 2025."
1. Parties: Identifies and provides full legal details of the licensor and licensee
2. Background: Contextual information about the licensed material and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Grant of License: Specifies the exact rights being granted, scope, and territory of the license
5. License Restrictions: Details specific restrictions on use, copying, modification, and distribution
6. Term and Termination: Duration of the license and circumstances for termination
7. Payment Terms: License fees, payment schedule, and related financial terms
8. Intellectual Property Rights: Confirms ownership and protection of IP rights
9. Confidentiality: Obligations regarding confidential information
10. Warranties and Representations: Statements about the licensed material and parties' authority
11. Limitation of Liability: Limits on parties' liability and exclusions
12. Indemnification: Obligations to protect against third-party claims
13. Governing Law: Specifies Indian law as governing law and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Source Code Escrow: Required if software source code needs to be held in escrow for licensee protection
2. Support Services: Include if technical support or maintenance services are part of the agreement
3. Training: Include if licensor will provide training on licensed material
4. Audit Rights: Include for licenses where usage monitoring is important
5. Export Control: Required if licensed material is subject to export regulations
6. Data Protection: Include if personal data processing is involved
7. Service Level Agreement: Include if the license includes specific performance requirements
8. Insurance: Include if specific insurance coverage is required
1. Schedule A - Licensed Material: Detailed description of the licensed material, including specifications
2. Schedule B - License Fees: Detailed breakdown of fees, payment terms, and calculations
3. Schedule C - Technical Requirements: Technical specifications and requirements for using the licensed material
4. Schedule D - Support Services: Detailed description of support services if included
5. Schedule E - Service Levels: Performance metrics and service levels if applicable
6. Appendix 1 - Authorized Users: List of authorized users or user categories if license is restricted
7. Appendix 2 - Approved Locations: Specified locations where licensed material may be used if geographically restricted
Authors
Information Technology
Software Development
Education
Healthcare
Financial Services
Manufacturing
Media and Entertainment
Research and Development
Telecommunications
Professional Services
Gaming
E-commerce
Biotechnology
Consulting
Legal
Intellectual Property
Compliance
Business Development
Technology
Software Development
Product Management
Operations
Commercial
Procurement
Risk Management
Contract Administration
Legal Counsel
Intellectual Property Manager
Licensing Manager
Contract Administrator
Business Development Manager
Technology Director
Software Development Manager
Chief Technology Officer
Chief Legal Officer
Product Manager
Compliance Officer
IP Rights Administrator
Commercial Director
Partnership Manager
Operations Manager
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