The Limited Use License Agreement is essential for businesses and individuals operating in Saudi Arabia who wish to grant or receive limited rights to use protected intellectual property, software, or technology. This document is particularly crucial in the Saudi Arabian context, where compliance with both commercial law and Shariah principles is mandatory. The agreement carefully balances the interests of licensors and licensees while ensuring adherence to local regulations, including the Civil Transactions Law, Copyright Law, and E-Commerce Law. It typically includes detailed provisions on usage restrictions, territory limitations, payment terms, and compliance requirements specific to the Saudi market. This type of agreement is commonly used when companies want to maintain control over their intellectual property while allowing others to use it under specific conditions and limitations.
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1. Parties: Identification of the licensor and licensee, including full legal names, addresses, and registration details
2. Background: Context of the agreement, nature of the licensed material, and general purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Specific details of the license granted, including scope, territory, and duration
5. License Restrictions: Clear limitations on use, prohibited activities, and usage boundaries
6. Payment Terms: License fees, payment schedule, and related financial obligations
7. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
8. Confidentiality: Obligations regarding confidential information and trade secrets
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Warranties and Representations: Statements of fact and promises by both parties
11. Liability and Indemnification: Limitation of liability and indemnification obligations
12. Governing Law and Jurisdiction: Confirmation of Saudi Arabian law and jurisdiction
13. General Provisions: Standard boilerplate clauses including notices, amendment process, and severability
1. Technical Support and Maintenance: Include when ongoing technical support or maintenance services are part of the license
2. Updates and Upgrades: Include when the agreement covers future versions or updates of the licensed material
3. Export Controls: Include when the licensed material may be subject to export control regulations
4. Source Code Escrow: Include for software licenses where source code protection is required
5. Data Protection: Include when personal data processing is involved in the licensed usage
6. Training and Documentation: Include when training or documentation is provided as part of the license
7. Audit Rights: Include when the licensor requires rights to audit licensee's usage
8. Service Level Agreement: Include when specific performance levels are guaranteed
1. Schedule 1 - Licensed Material: Detailed description of the licensed material, including versions and specifications
2. Schedule 2 - Technical Requirements: Technical specifications and requirements for using the licensed material
3. Schedule 3 - Fee Schedule: Detailed breakdown of all applicable fees and payment terms
4. Schedule 4 - Authorized Users: List of authorized users or user categories if applicable
5. Schedule 5 - Support Services: Details of any technical support or maintenance services provided
6. Appendix A - Acceptance Testing: Procedures and criteria for acceptance testing if applicable
7. Appendix B - Security Requirements: Security standards and requirements for using the licensed material
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