This Unlimited Software License agreement is designed for use in situations where a permanent, unrestricted license to use software is being granted under Irish law. It is particularly suitable for enterprise-level software deployments where the licensee requires long-term, stable access to the software without usage restrictions. The agreement comprehensively addresses key aspects including intellectual property rights, warranty provisions, support services, and compliance with Irish and EU regulations. It should be used when the software provider wants to grant perpetual rights while maintaining ownership of the intellectual property, and when the licensee requires assurance of continued access to the software. The document includes provisions for maintenance, updates, and technical support, while incorporating necessary protections under Irish contract law and EU data protection requirements.
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1. Parties: Identification of the licensor and licensee, including full legal names and registered addresses
2. Background: Context of the agreement, brief description of the software, and purpose of the license
3. Definitions: Detailed definitions of technical terms, capitalized terms, and key concepts used throughout the agreement
4. Grant of License: Scope of the license, including usage rights, territory, and confirmation of its unlimited nature
5. License Fees: Payment terms, including initial fees and any ongoing maintenance fees
6. Intellectual Property Rights: Confirmation of ownership rights, protection of IP, and restrictions on use
7. Licensee Obligations: Responsibilities of the licensee including acceptable use, security measures, and compliance requirements
8. Warranties and Representations: Warranties regarding software ownership, performance, and compliance with laws
9. Limitation of Liability: Limitations on liability and exclusions of certain types of damages
10. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
11. Confidentiality: Protection of confidential information exchanged during the license period
12. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Professional Services: Include when implementation, configuration, or training services are provided alongside the license
2. Service Levels: Include when specific performance standards or support levels are guaranteed
3. Data Protection: Include when the software processes personal data, ensuring GDPR compliance
4. Source Code Escrow: Include when source code escrow arrangements are required for business continuity
5. Export Controls: Include when the software is subject to export control regulations
6. Disaster Recovery: Include when specific disaster recovery and business continuity measures are required
7. Third-Party Software: Include when the licensed software incorporates third-party components
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the licensed software
2. Schedule 2 - License Fees: Detailed breakdown of all applicable fees and payment terms
3. Schedule 3 - Technical Requirements: Minimum system requirements and technical specifications for software operation
4. Schedule 4 - Support Services: Details of any support and maintenance services provided
5. Schedule 5 - Service Levels: Specific performance metrics and service level commitments
6. Appendix A - Authorized Users: Definition and limitations of authorized users if applicable
7. Appendix B - Acceptable Use Policy: Detailed rules and restrictions for software usage
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Information Technology
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Financial Services
Healthcare
Education
Government
Manufacturing
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Professional Services
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Media and Entertainment
Insurance
Banking
Aerospace and Defense
Relevant Teams
Legal
Information Technology
Procurement
Software Development
Information Security
Vendor Management
Finance
Compliance
Risk Management
Commercial Operations
Relevant Roles
Chief Technology Officer
Legal Counsel
IT Director
Software Licensing Manager
Procurement Manager
Contract Manager
Information Security Officer
Chief Information Officer
Software Development Manager
Corporate Counsel
Technology Procurement Specialist
Vendor Management Officer
IT Asset Manager
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