The Master Software Agreement is designed for use when establishing a long-term software licensing and services relationship between a software provider and a customer under Swiss law. This agreement provides a comprehensive framework that governs all aspects of the software relationship, including licensing, implementation, maintenance, and support services. It is particularly suited for complex software deployments where multiple software products or services may be licensed or provided over time. The agreement incorporates Swiss legal requirements, particularly regarding data protection (FADP compliance), contract formation under the Swiss Code of Obligations, and Swiss intellectual property law provisions. It typically serves as the primary agreement with specific products, services, and commercial terms detailed in schedules or order forms that incorporate these master terms by reference.
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1. Parties: Identification of the contracting parties, including full legal names, addresses, and registration details
2. Background: Context of the agreement, relationship between parties, and general purpose of the contract
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 of IP, protection of rights, and any IP indemnifications
6. Fees and Payment: Payment terms, pricing structure, invoicing, and payment methods
7. Term and Termination: Duration of agreement, renewal terms, and termination rights
8. Confidentiality: Protection of confidential information and trade secrets
9. Data Protection: Compliance with Swiss data protection laws and data handling requirements
10. Warranties: Software performance warranties and disclaimer of warranties
11. Liability and Indemnification: Limitation of liability and indemnification obligations
12. Force Majeure: Events excusing performance and their consequences
13. Governing Law and Jurisdiction: Swiss law application and jurisdiction for dispute resolution
14. General Provisions: Standard boilerplate clauses including assignment, severability, and entire agreement
1. Professional Services: Include when implementation, configuration, or customization services are provided
2. Service Level Agreement: Include when specific performance metrics and service levels are guaranteed
3. Source Code Escrow: Include when source code escrow arrangements are required for business continuity
4. Data Migration: Include when data migration services are part of the agreement
5. Training: Include when training services are provided
6. Disaster Recovery: Include when specific disaster recovery obligations are required
7. Export Control: Include when software is subject to export control regulations
8. Insurance: Include when specific insurance coverage requirements apply
1. Schedule A - Software Description: Detailed description of licensed software, including versions and components
2. Schedule B - Technical Requirements: Hardware and software requirements for operating the software
3. Schedule C - Service Level Agreement: Detailed service levels, metrics, and remedies
4. Schedule D - Support and Maintenance: Support services scope, response times, and maintenance terms
5. Schedule E - Fee Schedule: Detailed pricing, payment terms, and fee calculations
6. Schedule F - Data Processing Agreement: Detailed data protection and processing terms compliant with Swiss law
7. Appendix 1 - Authorized Users: List of authorized users or user categories and access rights
8. Appendix 2 - Security Requirements: Security standards and requirements for software and services
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Financial Services
Healthcare
Manufacturing
Retail
Telecommunications
Professional Services
Energy
Transportation
Education
Government
Insurance
Pharmaceuticals
Media and Entertainment
Relevant Teams
Legal
Information Technology
Procurement
Finance
Compliance
Information Security
Risk Management
Operations
Vendor Management
Software Development
Project Management
Relevant Roles
Chief Technology Officer
Chief Information Officer
Legal Counsel
IT Director
Procurement Manager
Software Licensing Manager
Contract Manager
Information Security Officer
Data Protection Officer
IT Project Manager
Commercial Director
Head of Legal
Chief Financial Officer
Technology Procurement Specialist
Vendor Management Officer
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