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1. Parties: Identification and details of the licensor, licensee, and any other relevant parties
2. Background: Context of the agreement, relationship between parties, and purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope, nature, and limitations of the license being granted
5. License Fees and Payment Terms: Financial terms, payment schedules, and related conditions
6. Intellectual Property Rights: Ownership, protection, and handling of intellectual property
7. Use Restrictions: Specific limitations and prohibited uses of the licensed material
8. Term and Termination: Duration of the license, renewal terms, and termination conditions
9. Confidentiality: Protection and handling of confidential information
10. Warranties and Representations: Guarantees and statements made by each party
11. Liability and Indemnification: Allocation of risks and responsibilities between parties
12. General Provisions: Standard legal clauses including governing law, notices, and assignment
1. Maintenance and Support: Terms for ongoing technical support and maintenance (include if the license involves software or technical products)
2. Data Protection: GDPR compliance and data handling procedures (include if personal data processing is involved)
3. Source Code Escrow: Terms for source code protection and access (include for software licenses with critical business dependence)
4. Training and Implementation: Terms for training and system implementation (include for complex technical products)
5. Territory Restrictions: Geographical limitations on license use (include for territorially restricted licenses)
6. Audit Rights: Terms for reviewing licensee's compliance (include for high-value or high-risk licenses)
7. Sub-licensing Rights: Terms for allowing licensee to sub-license (include if sub-licensing is permitted)
8. Competition Compliance: Specific provisions ensuring compliance with competition laws (include for licenses with potential market impact)
1. Schedule 1 - Licensed Materials: Detailed description of all materials covered by the license
2. Schedule 2 - Technical Specifications: Technical details and requirements of licensed materials
3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, payment terms, and calculations
4. Schedule 4 - Service Levels: Performance standards and metrics for licensed materials or support services
5. Schedule 5 - Approved Sub-licensees: List of approved sub-licensees if applicable
6. Appendix A - Acceptance Testing: Procedures and criteria for acceptance testing if applicable
7. Appendix B - Security Requirements: Security standards and protocols to be followed
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