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Service License Agreement for Philippines

Service License Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that combines elements of both service provision and licensing arrangements. This document establishes the terms and conditions for the delivery of specific services while simultaneously granting license rights for the use of particular materials, software, or intellectual property. It incorporates requirements from key Philippine legislation including the Civil Code, Intellectual Property Code, and Data Privacy Act, making it suitable for both domestic and international business relationships where Philippine law applies. The agreement addresses service levels, performance standards, license scope, usage rights, fees, and compliance with local regulatory requirements.

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What is a Service License Agreement?

The Service License Agreement serves as a crucial legal instrument in the Philippine business environment, particularly relevant in today's technology-driven marketplace. This document is essential when a provider offers both services and grants usage rights to specific materials or intellectual property. Common scenarios include software-as-a-service arrangements, technology implementation projects, and consulting services that involve proprietary methodologies. The agreement must comply with Philippine regulations, including the Civil Code, Intellectual Property Code, E-commerce Act, and Data Privacy Act. It typically includes detailed service specifications, performance metrics, license scope, usage restrictions, and data protection measures. This type of agreement is particularly important for businesses operating in the Philippines' growing technology and service sectors, where clear delineation of service obligations and intellectual property rights is crucial for successful business relationships.

What sections should be included in a Service License Agreement?

1. Parties: Identification of the service provider/licensor and the customer/licensee, including complete legal names, addresses, and registration details

2. Background: Context of the agreement, brief description of the services and licensed materials, and the parties' intentions

3. Definitions: Detailed definitions of key terms used throughout the agreement, including Services, Licensed Materials, Intellectual Property Rights, and Confidential Information

4. Grant of License: Scope of the license granted, including territory, duration, and usage restrictions

5. Services: Detailed description of services to be provided, service levels, and delivery terms

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

7. Intellectual Property Rights: Ownership and protection of IP, including pre-existing IP and newly created materials

8. Confidentiality: Protection of confidential information, obligations of both parties, and survival terms

9. Data Protection: Compliance with the Data Privacy Act, data handling procedures, and security measures

10. Warranties and Representations: Warranties regarding services, licensed materials, and general legal compliance

11. Limitation of Liability: Limitations and exclusions of liability under Philippine law

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

13. Post-Termination Obligations: Obligations surviving termination, including data return/destruction and confidentiality

14. General Provisions: Standard boilerplate including governing law, dispute resolution, and entire agreement

What sections are optional to include in a Service License Agreement?

1. Service Level Agreement: Detailed service levels and performance metrics, recommended for complex service arrangements

2. Change Control: Procedures for managing changes to services or licensed materials, useful for long-term or complex agreements

3. Insurance: Insurance requirements and coverage details, important for high-risk services

4. Personnel: Requirements for service provider personnel, including qualifications and security clearance

5. Disaster Recovery: Business continuity and disaster recovery procedures, crucial for critical services

6. Anti-Corruption: Anti-corruption and compliance provisions, important for government contracts or regulated industries

7. Source Code Escrow: Escrow arrangements for software source code, relevant for software licensing

8. Training and Support: Details of training and support services, important for technical services or complex systems

What schedules should be included in a Service License Agreement?

1. Schedule 1 - Service Description: Detailed technical specifications and scope of services

2. Schedule 2 - Service Levels: Specific service level metrics, measurement methods, and remedies

3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, pricing structure, and payment terms

4. Schedule 4 - Licensed Materials: Detailed description of licensed materials, including specifications and documentation

5. Schedule 5 - Technical Requirements: Technical specifications, system requirements, and compatibility requirements

6. Appendix A - Contact Details: Key contact information for both parties, including escalation procedures

7. Appendix B - Data Processing Requirements: Specific data handling and protection requirements under Philippine law

8. Appendix C - Change Request Form: Standard form for requesting and documenting changes to services or licensed materials

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Ƶ

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions


















































Clauses












































Relevant Industries

Information Technology

Software Development

Cloud Services

Telecommunications

Professional Services

Education

Healthcare

Financial Services

Manufacturing

Government Services

Consulting

Digital Media

E-commerce

Business Process Outsourcing

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Operations

Commercial

Risk Management

Vendor Management

Business Development

Project Management

Software Development

Service Delivery

Contract Administration

Relevant Roles

Chief Technology Officer

Legal Counsel

Procurement Manager

IT Director

Contracts Manager

Compliance Officer

Business Development Manager

Operations Director

Project Manager

Software Development Manager

Licensing Manager

Commercial Director

Risk Manager

Vendor Management Officer

Chief Information Officer

Chief Legal Officer

Service Delivery Manager

Account Executive

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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