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Database Licence Agreement
"I need a Database License Agreement for licensing our customer relationship management database to a U.S.-based marketing firm, with the license term starting March 1, 2025, including standard commercial terms and basic data protection provisions."
1. Parties: Identification of the licensor and licensee, including full legal names and registered addresses
2. Background: Context of the agreement, nature of the database, and general purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Database', 'Licensed Materials', 'Intellectual Property Rights', etc.
4. Grant of License: Scope of the license, including permitted uses, territory, and whether exclusive or non-exclusive
5. License Restrictions: Specific restrictions on use of the database, including prohibited activities and sublicensing limitations
6. Term and Termination: Duration of the license, renewal terms, and circumstances for termination
7. Fees and Payment: License fees, payment terms, and any ongoing maintenance fees
8. Data Protection and Security: Obligations regarding data security, confidentiality, and compliance with data protection laws
9. Intellectual Property Rights: Ownership of IP rights in the database and any derivative works
10. Warranties and Disclaimers: Warranties regarding database accuracy, availability, and disclaimer of liabilities
11. Indemnification: Mutual indemnification obligations for breaches and third-party claims
12. Limitation of Liability: Caps on liability and exclusions of certain types of damages
13. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Service Levels: Include when specific performance metrics for database availability and updates are required
2. Personal Data Processing: Required when the database contains personal data, detailing GDPR or other privacy law compliance
3. Technical Support: Include when ongoing technical support and maintenance services are part of the agreement
4. Database Updates: When regular updates to the database content are part of the service
5. Audit Rights: Include when the licensor needs rights to audit licensee's use of the database
6. Export Control: Required when the database contains data subject to export control regulations
7. Disaster Recovery: Include when business continuity and disaster recovery procedures are critical
8. Change Control: When formal procedures for changes to the database or terms are needed
1. Database Specification: Technical specifications of the database, including content, structure, and format
2. Pricing Schedule: Detailed breakdown of license fees, usage charges, and payment terms
3. Service Level Agreement: Detailed metrics for database availability, performance, and support response times
4. Security Requirements: Specific security standards and protocols to be maintained
5. Authorized Users: List of authorized users or user categories and their access rights
6. Acceptable Use Policy: Detailed rules and guidelines for acceptable use of the database
7. Data Processing Requirements: Specific requirements for processing personal data if applicable
8. Migration Plan: Details of any data migration process and responsibilities
Authors
Technology
Financial Services
Healthcare
Research & Development
Education
Market Research
Publishing
Professional Services
Telecommunications
E-commerce
Manufacturing
Pharmaceutical
Insurance
Real Estate
Legal Services
Legal
Information Technology
Data Management
Information Security
Compliance
Risk Management
Procurement
Research & Development
Operations
Privacy
Technical Support
Business Development
Chief Technology Officer
Data Protection Officer
Legal Counsel
IT Director
Database Administrator
Chief Information Officer
Compliance Manager
Information Security Manager
Data Scientist
Privacy Officer
Contract Manager
Intellectual Property Counsel
Systems Architect
Technology Procurement Manager
Risk Manager
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