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1. Parties: Identification of the licensor and licensee, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, description of the software, and purpose of the dual licensing structure
3. Definitions: Key terms used throughout the agreement, including technical terms, license types, and specific terminology
4. Grant of License: Detailed description of both license types being granted, their scope, and conditions
5. License Fees and Payment Terms: Financial terms for each license type, payment schedules, and billing details
6. Intellectual Property Rights: Assertion and protection of the licensor's IP rights, including ownership of modifications
7. Use Restrictions: Specific limitations and restrictions for each license type
8. Support and Maintenance: Terms for technical support, updates, and maintenance under each license type
9. Warranties and Representations: Warranties provided by the licensor and disclaimers
10. Limitation of Liability: Caps on liability and exclusions for both license types
11. Term and Termination: Duration of the agreement, renewal terms, and termination conditions
12. Confidentiality: Protection of confidential information exchanged during the license period
13. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate clauses including notices, assignment, and severability
1. Source Code Escrow: Terms for source code escrow arrangements - include when dealing with enterprise clients or critical applications
2. Export Controls: Export restriction clauses - include when software may be subject to international distribution
3. Data Protection: Data privacy and protection clauses - include when software processes personal data
4. Third-Party Components: Details of third-party software components - include when software incorporates third-party elements
5. Professional Services: Terms for additional professional services - include when offering implementation or customization services
6. Service Level Agreement: Specific performance metrics and service levels - include for enterprise or SaaS versions
1. Schedule A - Software Description: Detailed technical specifications and functionality of the software
2. Schedule B - License Types and Fees: Comprehensive breakdown of both license types and associated fee structures
3. Schedule C - Support Services: Details of support and maintenance services for each license type
4. Schedule D - Service Level Agreement: Technical performance metrics and service level commitments
5. Appendix 1 - Acceptable Use Policy: Specific rules and guidelines for software usage under each license
6. Appendix 2 - Technical Requirements: Minimum system requirements and technical specifications
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