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MSA Software Agreement

MSA Software Agreement Template for Ireland

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Key Requirements PROMPT example:

MSA Software Agreement

"I need an MSA Software Agreement for a SaaS platform being licensed to financial services clients in Ireland, with strict data protection provisions and robust service level commitments suitable for handling sensitive financial data."

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Document background
This MSA Software Agreement template is designed for use in the Irish jurisdiction when establishing a long-term software licensing and services relationship between a software provider and customer. The agreement serves as the master framework under which specific software licenses and services can be provided through separate order forms or statements of work. It includes comprehensive provisions addressing software licensing, implementation services, maintenance and support, data protection (including GDPR compliance), intellectual property rights, and liability allocation. The document is structured to comply with Irish contract law and relevant EU regulations, making it suitable for both domestic and international software transactions where Irish law governs. This agreement type is particularly important when the relationship involves ongoing services, multiple software products, or phased implementations over time.
Suggested Sections

1. Parties: Identification of the contracting parties including registered addresses and company numbers

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

3. Definitions: Defined terms used throughout the agreement including Software, Services, Intellectual Property Rights, etc.

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

5. Services: Description of implementation, maintenance, and support services

6. Fees and Payment: Payment terms, fee structure, invoicing, and payment schedules

7. Intellectual Property Rights: Ownership of IP, protection of rights, and IP indemnification

8. Data Protection: GDPR compliance, data processing terms, and data security requirements

9. Confidentiality: Protection of confidential information and trade secrets

10. Term and Termination: Duration of agreement, renewal terms, and termination rights

11. Warranties and Disclaimers: Software and service warranties, performance guarantees

12. Limitation of Liability: Liability caps, exclusions, and indemnification provisions

13. General Provisions: Standard boilerplate including governing law, notices, assignment, etc.

Optional Sections

1. Professional Services: Include when custom development or consulting services are part of the arrangement

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

3. Disaster Recovery: Include for business-critical software requiring specific recovery procedures

4. Security Requirements: Include when specific security protocols or certifications are required

5. Change Control: Include when formal processes for changes to software or services are needed

6. Third-Party Software: Include when third-party software components are part of the solution

7. Export Control: Include for international deployments or when software is subject to export regulations

8. Source Code Escrow: Include when source code escrow arrangements are required

Suggested Schedules

1. Schedule 1 - Software Description: Detailed description of licensed software, modules, and functionality

2. Schedule 2 - Service Level Agreement: Detailed service levels, metrics, and remedies

3. Schedule 3 - Support Services: Support tiers, response times, and escalation procedures

4. Schedule 4 - Fee Schedule: Detailed pricing, payment terms, and fee calculations

5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and requirements

6. Schedule 6 - Technical Requirements: Hardware, software, and network requirements for the software

7. Appendix A - Authorized Users: User roles, access levels, and usage restrictions

8. Appendix B - Implementation Plan: Project timeline, milestones, and deliverables

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















































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Relevant Industries

Technology

Financial Services

Healthcare

Retail

Manufacturing

Professional Services

Education

Telecommunications

Insurance

Banking

Public Sector

E-commerce

Relevant Teams

Legal

Information Technology

Procurement

Information Security

Compliance

Finance

Operations

Risk Management

Commercial

Software Development

Vendor Management

Relevant Roles

Chief Technology Officer

IT Director

Procurement Manager

Legal Counsel

Software Development Manager

Information Security Officer

Commercial Director

Contract Manager

Chief Information Officer

Vendor Management Lead

Enterprise Architect

Technology Procurement Specialist

Data Protection Officer

IT Operations Manager

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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