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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including description of the licensed material and purpose of the license
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Grant of License: Explicit grant of perpetual rights, including scope, territory, and any restrictions
5. License Fee: One-time payment terms and conditions for the perpetual license
6. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
7. Licensee Obligations: Core obligations of the licensee in using the licensed material
8. Licensor Obligations: Core obligations of the licensor, including delivery and maintenance
9. Warranties and Representations: Standard warranties about ownership, non-infringement, and authority to license
10. Limitation of Liability: Limitations on liability and indemnification provisions
11. Dispute Resolution: Process for resolving disputes between parties
12. General Provisions: Standard boilerplate clauses including notices, governing law, and assignment
1. Technical Requirements: Used when the licensed material has specific technical requirements or dependencies
2. Support and Maintenance: Include when ongoing support or maintenance is offered (even if limited)
3. Security Requirements: Required when the licensed material involves sensitive data or security considerations
4. Sub-licensing Rights: Include when the licensee is permitted to sub-license the material to others
5. Quality Control: Necessary when the licensor needs to maintain quality standards in the use of their IP
6. Source Code Escrow: For software licenses where source code access might be needed in specific circumstances
7. Data Protection: Required when personal data processing is involved in the licensed material
8. Export Control: Include when the licensed material may be subject to export control regulations
1. Schedule 1 - Licensed Material: Detailed description and specifications of the licensed material
2. Schedule 2 - Technical Specifications: Technical requirements, formats, and standards for the licensed material
3. Schedule 3 - Fee Schedule: Detailed breakdown of the one-time license fee and any related costs
4. Schedule 4 - Approved Use Cases: Specific approved uses and implementations of the licensed material
5. Appendix A - Service Level Agreement: If applicable, details of any ongoing service levels or support
6. Appendix B - Security Standards: Required security measures and compliance standards
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