The Master Software License Agreement (MSLA) is a foundational contract used when a software provider wants to establish a long-term licensing relationship with an enterprise customer under Swiss law. This agreement is particularly relevant for significant software deployments where the customer requires enterprise-wide rights to use the software, along with associated support and maintenance services. The MSLA covers critical aspects including license scope, intellectual property rights, data protection compliance under Swiss regulations, implementation requirements, and ongoing support obligations. It serves as an umbrella agreement that may be supplemented by specific order forms or statements of work for additional software modules or services. The agreement is designed to comply with Swiss legal requirements while providing a flexible framework for managing the ongoing relationship between the software provider and the enterprise customer.
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1. Parties: Identification of the licensor and licensee, including full legal names and addresses
2. Background: Context of the agreement, brief description of the software, and purpose of the relationship
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. License Grant: Scope of license, usage rights, restrictions, and territory limitations
5. Fees and Payment: License fees, payment terms, invoicing, and late payment consequences
6. Delivery and Implementation: Software delivery method, installation requirements, and acceptance criteria
7. Support and Maintenance: Standard support services, maintenance terms, and service levels
8. Intellectual Property Rights: IP ownership, protection measures, and infringement handling
9. Confidentiality: Protection of confidential information, obligations, and exceptions
10. Data Protection: Compliance with Swiss data protection laws, data handling obligations
11. Warranties and Representations: Standard warranties for software functionality and performance
12. Liability and Indemnification: Limitation of liability, indemnification obligations
13. Term and Termination: Agreement duration, renewal terms, termination rights and consequences
14. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
1. Third-Party Software: Include when the software incorporates third-party components, detailing associated terms and restrictions
2. Professional Services: Include when additional implementation or consulting services are provided
3. Service Level Agreement: Include when specific performance metrics and service levels are guaranteed
4. Disaster Recovery: Include for business-critical software requiring specific recovery procedures
5. Source Code Escrow: Include when source code escrow arrangements are required for business continuity
6. Export Control: Include when software is subject to international trade restrictions
7. Insurance: Include when specific insurance coverage requirements apply
8. Audit Rights: Include when licensor requires rights to audit licensee's usage
9. Competition Restrictions: Include when non-compete or territorial restrictions apply
1. Schedule 1 - Licensed Software: Detailed description of licensed software components and specifications
2. Schedule 2 - License Fees: Detailed fee structure, including any variable components
3. Schedule 3 - Technical Requirements: Minimum system requirements and technical specifications
4. Schedule 4 - Support Services: Detailed support and maintenance services, including SLAs
5. Schedule 5 - Data Processing Agreement: Detailed data protection obligations and procedures
6. Schedule 6 - Implementation Plan: Project plan for software implementation and acceptance testing
7. Appendix A - Authorized Users: Definition and limitations of authorized user categories
8. Appendix B - Territory: Detailed description of authorized territory for software use
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Financial Services
Healthcare
Manufacturing
Retail
Telecommunications
Professional Services
Education
Government
Insurance
Pharmaceuticals
Energy
Transportation
Media and Entertainment
Relevant Teams
Legal
Information Technology
Procurement
Finance
Information Security
Risk Management
Compliance
Vendor Management
Software Asset Management
Enterprise Architecture
IT Operations
Relevant Roles
Chief Information Officer
Chief Technology Officer
Legal Counsel
IT Director
Procurement Manager
Software Licensing Manager
Contract Manager
Information Security Officer
Data Protection Officer
Enterprise Architect
IT Operations Manager
Software Asset Manager
Vendor Management Director
Chief Financial Officer
Risk Management Officer
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