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Non Exclusive Software License
"I need a Non-Exclusive Software License Agreement for my AI-powered healthcare analytics software that will be licensed to multiple Canadian hospitals, with specific emphasis on PIPEDA compliance and data security provisions to protect patient information."
1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, including brief description of the software and purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. License Grant: Specific terms of the non-exclusive license, including permitted uses and restrictions
5. License Fees: Payment terms, fee structure, and payment schedule
6. Intellectual Property Rights: Assertion of licensor's ownership and IP rights
7. Term and Termination: Duration of the license and conditions for termination
8. Licensee Obligations: Responsibilities and restrictions on the licensee's use of the software
9. Warranties and Disclaimers: Software performance warranties and limitation of warranties
10. Limitation of Liability: Caps on liability and exclusions of certain types of damages
11. Confidentiality: Protection of confidential information exchanged during the license relationship
12. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Support and Maintenance: Terms for technical support and software updates - include if ongoing support is offered
2. Data Protection: Specific provisions for handling personal data - include if software processes personal information
3. Service Levels: Performance metrics and standards - include for cloud-based or hosted software
4. Audit Rights: Rights to audit licensee's use of software - include for enterprise licenses
5. Source Code Escrow: Terms for source code escrow arrangements - include if agreed for business-critical software
6. Export Controls: Compliance with export regulations - include if software may be used internationally
7. Insurance: Insurance requirements - include for high-value or high-risk implementations
8. Training and Implementation: Terms for training and deployment services - include if these services are provided
1. Schedule A - Software Description: Detailed technical specifications and functionality of the licensed software
2. Schedule B - License Fees: Detailed fee structure, payment terms, and pricing tiers
3. Schedule C - Service Levels: Detailed performance metrics, response times, and service standards
4. Schedule D - Support Services: Description of support and maintenance services, including response times
5. Schedule E - Approved Users: List of authorized users or user categories (for enterprise licenses)
6. Schedule F - Security Requirements: Security standards and requirements for software use and data protection
7. Appendix 1 - Acceptable Use Policy: Guidelines and restrictions for software usage
8. Appendix 2 - Data Processing Terms: Specific terms for handling and processing personal data
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