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Permanent Software License
"I need a Permanent Software License agreement for enterprise accounting software to be licensed to corporate clients in South Africa, with specific provisions for source code escrow and implementation support starting March 2025."
1. Parties: Identification of the licensor and licensee, including registration details and addresses
2. Background: Context of the agreement, brief description of the software, and purpose of the license
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. License Grant: Scope of the license, including permitted uses, territory, and any restrictions
5. License Fee: Payment terms, amounts, and payment schedule for the permanent license
6. Delivery and Installation: Terms regarding software delivery, installation requirements, and acceptance testing
7. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
8. Warranties and Representations: Warranties regarding software functionality, performance, and compliance with laws
9. Limitation of Liability: Limitations on liability and exclusions of certain types of damages
10. Confidentiality: Protection of confidential information exchanged between parties
11. Term and Termination: Duration of the agreement and grounds for termination despite permanent nature of license
12. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Data Protection: Required if the software processes personal information, ensuring POPIA compliance
2. Technical Support: Optional section detailing any technical support services if offered separately
3. Maintenance Services: Optional section covering software updates and maintenance if provided
4. Source Code Escrow: Optional provisions for source code escrow arrangements for business-critical software
5. Training: Optional section detailing any training services provided with the software
6. Service Levels: Optional section specifying performance standards if applicable
7. Export Controls: Required if software is subject to export control regulations
8. Third-Party Software: Required if the software incorporates third-party components
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software
2. Schedule 2 - License Fees: Detailed breakdown of license fees and payment terms
3. Schedule 3 - Technical Requirements: Minimum system requirements and technical specifications
4. Schedule 4 - Acceptance Tests: Criteria and procedures for acceptance testing
5. Appendix A - Support Terms: Detailed terms of technical support if provided
6. Appendix B - Service Level Agreement: Detailed service levels and metrics if applicable
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