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Software Supply Agreement
"I need a Software Supply Agreement for my Toronto-based fintech company to license our AI-powered payment processing software to Canadian banks, with specific focus on data protection and system integration requirements."
1. Parties: Identification of the supplier and customer, including full legal names and registered addresses
2. Background: Context of the agreement, including brief description of the software and business relationship
3. Definitions: Defined terms used throughout the agreement, including technical and commercial terms
4. Supply of Software: Core obligations regarding the provision of software, including delivery method and timing
5. License Grant: Scope of software license, including usage rights, restrictions, and territory
6. Fees and Payment: Payment terms, pricing, invoicing, and payment schedules
7. Acceptance Testing: Procedures for testing and accepting the software, including acceptance criteria
8. Warranty and Support: Warranty terms and support services obligations
9. Intellectual Property Rights: IP ownership, protection, and infringement provisions
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: Compliance with privacy laws and data handling requirements
12. Limitation of Liability: Caps on liability and exclusions of certain types of damages
13. Term and Termination: Duration of agreement and circumstances for termination
14. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Source Code Escrow: Terms for source code escrow arrangements, used when customer requires additional security
2. Professional Services: Additional services like implementation or customization, if required
3. Service Levels: Specific performance metrics and remedies, used for business-critical software
4. Change Control: Process for managing changes to software or services, needed for complex implementations
5. Disaster Recovery: Business continuity provisions, important for mission-critical software
6. Third Party Software: Terms relating to third-party components, if applicable
7. Export Control: Compliance with export regulations, needed for international deployment
8. Training: Terms for user training services, if included in the supply arrangement
1. Schedule A - Software Description: Detailed technical specifications of the software
2. Schedule B - Service Level Agreement: Performance metrics, support hours, and response times
3. Schedule C - Fee Schedule: Detailed pricing, payment milestones, and fee calculations
4. Schedule D - Acceptance Test Criteria: Detailed testing procedures and acceptance requirements
5. Schedule E - Support Services: Detailed description of support and maintenance services
6. Schedule F - Security Requirements: Security standards and compliance requirements
7. Schedule G - Implementation Plan: Project timeline and implementation milestones
8. Schedule H - Licensed Users: Definition of authorized users and usage limitations
Authors
Technology
Financial Services
Healthcare
Manufacturing
Retail
Professional Services
Education
Government
Telecommunications
Energy and Utilities
Transportation and Logistics
Media and Entertainment
Legal
Information Technology
Procurement
Information Security
Risk and Compliance
Finance
Operations
Software Development
Vendor Management
Enterprise Architecture
Chief Technology Officer
IT Director
Procurement Manager
Legal Counsel
Software Development Manager
Chief Information Officer
Vendor Management Officer
Contract Manager
Information Security Officer
Technology Procurement Specialist
Software Asset Manager
Enterprise Architect
IT Operations Manager
Risk and Compliance Manager
Commercial Director
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