This Academic Software License agreement is designed for use when software is being licensed to Irish academic institutions for research, teaching, or academic development purposes. It provides a comprehensive framework that balances the commercial interests of software providers with academic requirements, while ensuring compliance with Irish law and EU regulations. The document includes essential provisions for software usage rights, intellectual property protection, data privacy compliance, and academic-specific considerations such as research publication rights and student access. This template is particularly suitable for situations where commercial software is being made available to universities, colleges, or research institutions in Ireland, requiring specific terms for academic deployment and usage.
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1. Parties: Identification of the licensor (software owner) and licensee (academic institution)
2. Background: Context of the agreement, including the nature of the software and academic purpose
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. License Grant: Scope and nature of the license, including academic usage rights and restrictions
5. Licensed Software: Detailed description of the software, including version and components
6. Academic Use Restrictions: Specific limitations and permissions for academic use
7. Intellectual Property Rights: Protection of IP rights and ownership declarations
8. Term and Termination: Duration of the license and termination conditions
9. Data Protection: GDPR compliance and data handling requirements
10. Warranties and Disclaimers: Limited warranties for academic use and disclaimer of liabilities
11. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Commercial Research: Additional terms for commercial research activities - include when the academic institution may engage in commercial research
2. Student Access: Specific provisions for student use - include when software will be accessible to students
3. Publication Rights: Terms regarding publication of research results - include when research publication is anticipated
4. Cloud Deployment: Terms for cloud-based deployment - include if software can be deployed on cloud infrastructure
5. International Usage: Terms for international campus use - include for multi-campus institutions
6. Support Services: Technical support provisions - include if support services are offered
7. Training: Training and documentation provisions - include if training is provided
8. Source Code Access: Terms for source code access - include if source code is provided for research purposes
1. Schedule 1 - Technical Specifications: Detailed technical specifications of the licensed software
2. Schedule 2 - Licensed Users: Categories and numbers of authorized users
3. Schedule 3 - Installation Requirements: Technical requirements for installation and deployment
4. Schedule 4 - Support Level Agreement: Details of support services if provided
5. Schedule 5 - Fee Schedule: License fees and payment terms if applicable
6. Appendix A - Acceptable Use Policy: Detailed guidelines for acceptable academic use
7. Appendix B - Data Processing Terms: Detailed data protection and processing requirements
8. Appendix C - Research Publication Guidelines: Guidelines for publishing research involving the software
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