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A Software Sublicense Agreement is essential when a company or individual holding software license rights wishes to extend these rights to third parties in India. This document is particularly relevant when software distributors, value-added resellers, or enterprise customers need to redistribute software within their organization or to their clients. The agreement must comply with Indian IT laws, particularly the Information Technology Act, 2000, and related regulations. It typically includes detailed terms covering license scope, technical specifications, usage restrictions, fees, support services, and compliance requirements. The document ensures proper protection of intellectual property rights while facilitating legitimate software distribution through authorized channels.

1. Parties: Identification of the Sublicensor and Sublicensee, including registered addresses and company details

2. Background: Context of the agreement, including confirmation of Sublicensor's authority to sublicense under the main license

3. Definitions: Key terms used throughout the agreement, including Software, Original License, Territory, etc.

4. Grant of Sublicense: Scope of the sublicense, including usage rights, restrictions, and territory limitations

5. License Fees and Payment Terms: Financial terms, payment schedule, taxes, and late payment consequences

6. Technical Requirements: Minimum system requirements, installation procedures, and technical specifications

7. Term and Termination: Duration of the sublicense, renewal terms, and termination circumstances

8. Intellectual Property Rights: Ownership rights, IP protection measures, and infringement procedures

9. Warranties and Representations: Sublicensor's authority to grant license and software performance warranties

10. Limitation of Liability: Caps on liability and exclusions under Indian law

11. Confidentiality: Protection of confidential information and trade secrets

12. Compliance with Laws: Obligations to comply with Indian IT laws and regulations

13. Dispute Resolution: Jurisdiction, governing law, and dispute resolution procedures

14. General Provisions: Standard boilerplate clauses including notices, assignment, and severability