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1. Parties: Details of the partners entering into the agreement, including registered addresses and company numbers
2. Background: Context of the partnership, including purpose and high-level objectives
3. Definitions: Key terms used throughout the agreement
4. Partnership Structure: Legal form of partnership, roles, and responsibilities
5. Intellectual Property Rights: Ownership and licensing of software and related IP
6. Financial Arrangements: Revenue sharing, costs, and financial obligations
7. Term and Termination: Duration of partnership and termination provisions
8. Confidentiality: Protection of sensitive information
9. Governing Law: Jurisdiction and applicable law
1. Data Protection: GDPR compliance provisions and data processing requirements when personal data is involved
2. Service Levels: Performance metrics and standards for software operation and maintenance
3. White Labelling: Provisions for rebranding software and related requirements
4. Territory Restrictions: Geographical limitations and territorial scope of the partnership
5. Source Code Escrow: Source code protection arrangements and access conditions
1. Schedule 1 - Software Specification: Detailed description of software functionality and technical requirements
2. Schedule 2 - Service Level Agreement: Detailed performance metrics, service standards and remedies
3. Schedule 3 - Financial Terms: Detailed pricing, payment terms, and revenue sharing arrangements
4. Schedule 4 - Support and Maintenance: Technical support procedures, maintenance obligations and response times
5. Schedule 5 - Data Processing Agreement: Detailed data protection obligations and procedures under GDPR
6. Schedule 6 - Development Roadmap: Planned software development milestones and release schedule
7. Schedule 7 - Partner Requirements: Technical and operational requirements for partners including minimum commitments
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