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MSA Software Agreement

MSA Software Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

MSA Software Agreement

"I need an MSA Software Agreement for a cloud-based ERP system to be deployed across our UAE healthcare facilities by March 2025, with specific emphasis on patient data protection and system availability requirements."

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Document background
The Master Software Agreement (MSA) is a foundational document used to establish a long-term software licensing and service relationship between a software provider and customer in the UAE. This agreement type is essential when implementing enterprise software solutions or establishing ongoing software licensing arrangements that require detailed terms for usage rights, service levels, and support obligations. The MSA Software Agreement framework is designed to comply with UAE's technology and commercial laws while providing flexibility for specific software deployments through accompanying schedules and statements of work. It is particularly relevant in the context of UAE's growing digital economy and increased focus on technology regulation, addressing key aspects such as data protection, electronic transactions, and intellectual property rights under UAE federal laws.
Suggested Sections

1. Parties: Identification of the contracting parties with full legal names and addresses

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Detailed definitions of terms used throughout the agreement

4. License Grant: Scope of software license, usage rights, and restrictions

5. Intellectual Property Rights: Ownership and protection of IP rights in the software and related materials

6. Fees and Payment Terms: Pricing structure, payment schedules, and related financial terms

7. Term and Termination: Duration of agreement, renewal terms, and termination conditions

8. Confidentiality: Protection and handling of confidential information

9. Data Protection and Privacy: Compliance with UAE data protection laws and data handling requirements

10. Warranties and Representations: Software performance warranties and general representations

11. Limitation of Liability: Limitations and exclusions of liability under UAE law

12. Indemnification: Mutual indemnification obligations and procedures

13. Force Majeure: Events excusing performance under UAE law

14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments

Optional Sections

1. Professional Services: Terms for implementation, customization, or consulting services if provided

2. Service Levels: Include when specific performance metrics and remedies are required

3. Security Requirements: Detailed security obligations when handling sensitive data or government contracts

4. Disaster Recovery: Business continuity requirements for critical software implementations

5. Source Code Escrow: Terms for source code escrow arrangements if required by customer

6. Export Control: Include for software subject to international export restrictions

7. Anti-Corruption: Additional compliance terms for government or regulated industry customers

8. Local Content Requirements: Include when dealing with UAE government entities requiring local content

9. Third-Party Software: Terms relating to incorporated third-party software components

Suggested Schedules

1. Schedule 1 - Software Description: Detailed description of licensed software and technical specifications

2. Schedule 2 - Service Level Agreement: Performance metrics, support levels, and response times

3. Schedule 3 - Fee Schedule: Detailed pricing, payment terms, and fee calculations

4. Schedule 4 - Support and Maintenance Services: Description of support services, maintenance terms, and procedures

5. Schedule 5 - Data Processing Agreement: Detailed data protection and processing terms compliant with UAE law

6. Schedule 6 - Implementation Plan: Project timeline, milestones, and deliverables if implementation is included

7. Appendix A - Authorized Users: Definition and limitations of authorized software users

8. Appendix B - Technical Requirements: Hardware, software, and network requirements for the software

9. Appendix C - Security Standards: Specific security standards and compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions

































Clauses




































Relevant Industries

Technology

Banking and Financial Services

Healthcare

Government and Public Sector

Retail

Manufacturing

Education

Telecommunications

Energy and Utilities

Professional Services

Real Estate

Transportation and Logistics

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Information Security

Compliance

Risk Management

Finance

Operations

Project Management

Vendor Management

Software Development

Enterprise Architecture

Commercial

Relevant Roles

Chief Technology Officer

Chief Information Officer

IT Director

Legal Counsel

Procurement Manager

Software Development Manager

IT Security Manager

Compliance Officer

Contract Manager

Technology Risk Manager

Enterprise Architect

Solutions Architect

Commercial Director

Operations Director

Project Manager

Vendor Management Lead

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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