The Master Software License Agreement (MSLA) is a foundational document used when a software provider wishes to establish a long-term licensing relationship with a customer in the Philippines. It is particularly relevant when the software deployment is significant in scope, involves multiple products or modules, or requires ongoing services and support. The MSLA must comply with Philippine legislation, including the Intellectual Property Code (RA 8293), Data Privacy Act (RA 10173), and E-commerce Act (RA 8792). This agreement typically serves as an umbrella agreement under which specific software products can be licensed through additional order forms or statements of work, providing flexibility while maintaining consistent terms for the overall relationship.
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1. Parties: Identification of the licensor and licensee, including complete legal names and addresses
2. Background: Context of the agreement, nature of the software, and general purpose of the licensing relationship
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Software, Documentation, Intellectual Property Rights, etc.
4. License Grant: Scope of the license, including type (non-exclusive/exclusive), territory, and permitted uses
5. License Restrictions: Specific prohibitions and limitations on the use of the software
6. Delivery and Implementation: Terms regarding software delivery, installation, and acceptance testing
7. Fees and Payment: License fees, payment terms, taxes, and related financial obligations
8. Intellectual Property Rights: Ownership of IP, protection measures, and handling of improvements or modifications
9. Confidentiality: Protection of confidential information and trade secrets
10. Data Protection and Privacy: Compliance with Philippine Data Privacy Act and related obligations
11. Warranties and Representations: Standard warranties regarding software functionality, IP rights, and compliance with laws
12. Limitation of Liability: Limitations on liability and exclusions of certain types of damages
13. Term and Termination: Duration of agreement, renewal terms, and termination rights
14. Post-Termination Obligations: Obligations of parties after agreement termination
15. General Provisions: Standard boilerplate including governing law, dispute resolution, and notice requirements
1. Professional Services: Include when the agreement covers implementation, training, or consulting services
2. Service Levels: Include when specific performance metrics and support levels are required
3. Source Code Escrow: Include when source code escrow arrangements are needed for business continuity
4. Disaster Recovery: Include when specific disaster recovery and business continuity provisions are required
5. Third-Party Software: Include when third-party software components are part of the licensed software
6. Export Controls: Include when software may be subject to international export restrictions
7. Insurance Requirements: Include when specific insurance coverage is required from either party
8. Audit Rights: Include when licensor requires rights to audit licensee's use of software
1. Schedule A - Licensed Software: Detailed description of licensed software components and specifications
2. Schedule B - License Fees: Detailed breakdown of license fees, payment schedules, and pricing terms
3. Schedule C - Service Levels: Detailed service level agreements and support requirements
4. Schedule D - Technical Requirements: System requirements and technical specifications for software operation
5. Schedule E - Implementation Plan: Timeline and milestones for software implementation
6. Appendix 1 - Authorized Users: Definition and limitations of authorized software users
7. Appendix 2 - Data Processing Terms: Specific terms for compliance with data privacy requirements
8. Appendix 3 - Support and Maintenance Terms: Detailed terms for ongoing support and maintenance services
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Financial Services
Healthcare
Manufacturing
Retail
Telecommunications
Education
Government
Professional Services
E-commerce
Insurance
Banking
Logistics
Real Estate
Relevant Teams
Legal
Information Technology
Procurement
Compliance
Finance
Information Security
Risk Management
Vendor Management
Operations
Software Asset Management
Relevant Roles
Chief Technology Officer
Chief Information Officer
IT Director
Legal Counsel
Procurement Manager
Software License Manager
Compliance Officer
Information Security Officer
Chief Financial Officer
Contract Manager
Technology Risk Manager
Software Asset Manager
IT Operations Manager
Enterprise Architect
Vendor Management Director
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