PLAYBOOK TEMPLATES
Software License Agreement
A Software License Agreement governs the use and distribution of software between a licensor and licensee. This playbook examines license grant terms, maintenance obligations, and compliance mechanisms for audit and enforcement.
Technology Transactions
Issue & Concept List
Grant of Rights
IP Ownership & Improvements
Payment & Royalties
Term & Termination
Warranties & Representations
Indemnification & Liability Caps
Confidentiality & NDA
Audit Rights & Records
Dispute Resolution & Law
Assignment & Sublicensing
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What you get in this playbook
1
Grant of Rights
Establishes the scope, exclusivity, territory, and permitted uses of the licensed IP.
2
IP Ownership & Improvements
Addresses ownership of the licensed IP, any pre-existing rights, and ownership of modifications or derivative works.
3
Payment & Royalties
Covers pricing structures, payment schedules, reporting obligations, and audit rights related to royalties or fees.
4
Term & Termination
Defines the duration of the agreement, renewal mechanisms, and conditions for termination.
5
Warranties & Representations
Specifies each party’s assertions regarding ownership, non-infringement, and performance of the licensed IP.
6
Indemnification & Liability Caps
Allocates risk for third-party claims, infringement actions, and breaches of contractual obligations.
7
Confidentiality & NDA
Protects proprietary information shared during negotiations and under the license.
8
Audit Rights & Records
Establishes the right to audit records, reporting obligations, and compliance procedures for royalty calculations and usage restrictions.
9
Dispute Resolution & Law
Sets the mechanism for resolving disagreements, including governing law, jurisdiction, and escalation procedures.
10
Assignment & Sublicensing
Governs the ability to assign rights or delegate obligations and to grant sublicenses under the agreement.
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