Software Term Sheet Design

This Software Term Sheet ("Term Sheet") outlines the basic terms and conditions under which [YOUR COMPANY NAME], intends to enter into a software licensing agreement with QuantumTech Solutions, as of the 15th of January, 2062. This Term Sheet is non-binding and is intended to serve as a basis for further negotiations.

1. Parties

• Licensor: [YOUR COMPANY NAME], with its principal place of business at [YOUR COMPANY ADDRESS].

• Licensee: QuantumTech Solutions, with its principal place of business at Palo Alto, California, 94301.

2. Software

• Name of Software: QuantumLeap Suite.

• Description: QuantumLeap Suite is an advanced data analytics platform designed for quantum computing environments. It provides real-time data processing, predictive analytics, and machine learning capabilities optimized for quantum processors.

• Version: 5.0 as of December 1, 2061.

• Delivery Method: The software will be delivered via a secure download link.

3. License Grant

• Type of License: Non-exclusive, term-based license.

• Scope of License: License to use and distribute the software within the healthcare and financial sectors in North America and Europe.

• Number of Users/Devices: The license is granted for use on 500 devices and 2,000 users.

• Territory: North America and Europe.

4. License Fees

• Upfront Fee: $2,000,000 due upon execution of the final agreement.

• Annual Maintenance Fee: $500,000 due annually for support and updates.

• Royalties: 7% of gross revenue derived from the software.

• Payment Terms: Payments are due within 30 days of invoice date.

5. Support and Maintenance

• Support Level: Premium support covering 24/7 technical assistance, priority bug fixes, and dedicated account management.

• Response Time: Support requests will be responded to within 2 hours.

• Maintenance: Regular updates and patches will be provided quarterly.

6. Intellectual Property

• Ownership: All intellectual property rights in and to the software remain with [YOUR COMPANY NAME].

• Licensee's Rights: The Licensee is granted rights to use the software in accordance with the license grant section.

• Infringement Claims: Procedures for addressing claims of IP infringement, including indemnification provisions, will be detailed in the final agreement.

7. Confidentiality

• Definition: "Confidential Information" includes all non-public information disclosed by either party, including software code, business strategies, and client data.

• Obligations: Both parties agree to maintain the confidentiality of the information and not disclose it to third parties.

• Term: Confidentiality obligations will last for 5 years following the termination of this agreement.

8. Warranties and Disclaimers

• Licensor's Warranties: The Licensor warrants that the software will perform substantially in accordance with the provided documentation for 90 days after delivery.

• Disclaimer of Warranties: Except as expressly provided, the software is provided "as is" without any warranties, express or implied.

• Limitations of Liability: Licensor's liability is limited to $1,000,000 or to direct damages only, excluding any indirect, incidental, or consequential damages.

9. Term and Termination

• Term: The license shall commence on February 1, 2062, and shall continue until January 31, 2067, unless terminated earlier.

• Termination for Cause: Either party may terminate the agreement for material breach with 30 days' notice.

• Effect of Termination: Upon termination, the Licensee must cease all use of the software and return or destroy all copies.

10. Miscellaneous

• Governing Law: This Term Sheet shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

• Dispute Resolution: Any disputes arising out of this Term Sheet shall be resolved through arbitration in Wilmington, Delaware.

• Amendments: Any amendments to this Term Sheet must be made in writing and signed by both parties.

• Assignment: Neither party may assign its rights or obligations under this Term Sheet without the prior written consent of the other party.

Signatures

This Term Sheet is acknowledged and agreed to by the following authorized representatives of the respective parties.

[YOUR NAME], CEO

[YOUR COMPANY NAME]
January 15, 2062

Dave Michaels, CEO

QuantumTech Solutions

January 15, 2062

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