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Software Licence Agreement
"I need a Software License Agreement for my enterprise-level accounting software that will be licensed to a Malaysian manufacturing company, including provisions for 100 concurrent users and quarterly maintenance updates starting March 2025."
1. Parties: Identification of the licensor and licensee with full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, brief description of the software, and purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope of the license, including type (exclusive/non-exclusive), territory, and permitted uses
5. License Fees and Payment Terms: Details of licensing fees, payment schedule, and payment methods
6. Intellectual Property Rights: Declaration of ownership and protection of IP rights in the software
7. Licensee Obligations: Key responsibilities and restrictions on the licensee's use of the software
8. Technical Support and Maintenance: Terms for ongoing support, updates, and maintenance services
9. Warranties and Representations: Warranties regarding software functionality, performance, and compliance with laws
10. Limitation of Liability: Limits on liability and exclusions of certain types of damages
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Confidentiality: Protection of confidential information exchanged during the license period
13. General Provisions: Standard clauses including governing law, notices, and entire agreement
1. Data Protection and Privacy: Required when the software processes personal data, ensuring compliance with PDPA 2010
2. Third-Party Software Components: Needed when the software incorporates third-party components or requires external integrations
3. Export Controls: Required for software that may be subject to export restrictions or international trade regulations
4. Source Code Escrow: Optional provision for securing source code access under specific conditions
5. Professional Services: When additional implementation or customization services are provided
6. Service Level Agreement: For software provided as a service or requiring specific performance standards
7. User Training: When training services are included in the license package
8. Audit Rights: When the licensor requires rights to audit licensee's use of the software
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software
2. Schedule 2 - License Fees: Detailed breakdown of all applicable fees and payment terms
3. Schedule 3 - Service Level Agreement: Specific performance metrics, support response times, and service standards
4. Schedule 4 - Acceptable Use Policy: Detailed terms of acceptable use and restrictions
5. Schedule 5 - Technical Requirements: Minimum system requirements and technical specifications for software operation
6. Schedule 6 - Support and Maintenance Services: Detailed description of support services, maintenance procedures, and response times
7. Appendix A - Data Processing Terms: Specific terms for handling personal data if applicable
8. Appendix B - Security Requirements: Security standards and protocols to be maintained
Authors
Information Technology
Software Development
Financial Services
Healthcare
E-commerce
Manufacturing
Education
Telecommunications
Professional Services
Retail
Government and Public Sector
Banking
Insurance
Logistics and Supply Chain
Legal
Information Technology
Procurement
Compliance
Software Development
Information Security
Commercial
Risk Management
Contract Administration
Technical Operations
Business Development
Chief Technology Officer
Legal Counsel
Software Development Manager
IT Director
Procurement Manager
Compliance Officer
Contract Manager
Information Security Officer
Software Licensing Manager
Business Development Manager
IT Project Manager
Risk Manager
Commercial Director
Head of Legal
Chief Information Officer
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