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Software Contract Agreement for Philippines

Software Contract Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes the terms and conditions for software licensing, development, implementation, or maintenance services. This document ensures compliance with Philippine regulations including the Electronic Commerce Act, Data Privacy Act, and Intellectual Property Code while defining the rights, obligations, and liabilities of both the software provider and the customer. It covers essential aspects such as license grants, intellectual property rights, service levels, support requirements, data protection measures, and dispute resolution mechanisms within the Philippine legal framework.

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What is a Software Contract Agreement?

The Software Contract Agreement is a critical legal document used in the Philippines when establishing a formal relationship between software providers and their clients. This agreement is essential when organizations are licensing software, engaging in custom software development, or establishing ongoing maintenance and support services. The document must comply with Philippine legislation, including the Electronic Commerce Act (RA 8792), Data Privacy Act (RA 10173), and Intellectual Property Code (RA 8293). It typically includes detailed provisions on licensing terms, service levels, intellectual property rights, data protection, and dispute resolution mechanisms. The agreement is particularly important in the Philippine context due to the growing technology sector and increasing need for clear legal frameworks in software transactions. It serves to protect both parties' interests while ensuring compliance with local regulations and industry standards.

What sections should be included in a Software Contract Agreement?

1. Parties: Identification and details of the contracting parties including their legal representatives

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

3. Definitions: Detailed definitions of technical terms, capitalized terms, and key concepts used throughout the agreement

4. Scope of Services: Detailed description of the software, services, and deliverables to be provided

5. License Grant: Terms of the software license, including usage rights, restrictions, and territory

6. Intellectual Property Rights: Ownership and rights related to the software, including pre-existing IP and newly developed components

7. Payment Terms: Pricing, payment schedule, invoicing terms, and any additional costs

8. Service Levels: Performance standards, availability requirements, and response times

9. Support and Maintenance: Details of technical support, maintenance services, and updates/upgrades

10. Data Protection and Security: Compliance with Philippine Data Privacy Act and security measures

11. Confidentiality: Protection of confidential information and trade secrets

12. Term and Termination: Duration of the agreement and circumstances for termination

13. Warranties and Representations: Guarantees regarding software performance, compliance with laws, and service delivery

14. Limitation of Liability: Caps on liability and exclusions of certain types of damages

15. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

16. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

What sections are optional to include in a Software Contract Agreement?

1. Implementation Services: Details of software implementation, integration, and deployment services - include when implementation services are part of the contract

2. Training: Provisions for user training and knowledge transfer - include when training services are required

3. Acceptance Testing: Procedures and criteria for accepting deliverables - include for custom software development

4. Source Code Escrow: Terms for source code deposit and release conditions - include when source code access may be required

5. Change Management: Procedures for requesting and implementing changes - include for long-term or complex projects

6. Business Continuity: Disaster recovery and business continuity requirements - include for mission-critical software

7. Audit Rights: Rights to audit usage, security, or compliance - include when regulatory compliance is crucial

8. Third-Party Components: Terms relating to third-party software or components - include when third-party elements are involved

What schedules should be included in a Software Contract Agreement?

1. Schedule A - Software Specifications: Detailed technical specifications of the software

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

3. Schedule C - Fee Schedule: Detailed breakdown of all fees, charges, and payment terms

4. Schedule D - Support Services: Detailed description of support and maintenance services

5. Schedule E - Implementation Plan: Timeline and milestones for software implementation

6. Schedule F - Security Requirements: Detailed security protocols and requirements

7. Schedule G - Acceptance Test Criteria: Detailed testing procedures and acceptance criteria

8. Appendix 1 - Data Processing Agreement: Specific terms for handling personal data in compliance with Philippine law

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

Agreement Contract

Cost

Free to use
Relevant legal definitions













































Clauses






































Relevant Industries

Information Technology

Financial Services

Healthcare

E-commerce

Telecommunications

Manufacturing

Education

Government and Public Sector

Professional Services

Retail

Banking

Insurance

Business Process Outsourcing

Relevant Teams

Legal

Information Technology

Procurement

Operations

Information Security

Risk Management

Compliance

Software Development

Project Management

Contract Administration

Technical Support

Business Development

Relevant Roles

Chief Technology Officer

IT Director

Software Development Manager

Legal Counsel

Procurement Manager

Contract Administrator

Information Security Officer

Project Manager

Business Development Manager

Operations Director

Chief Information Officer

Compliance Officer

Systems Administrator

Technical Account Manager

Software Architect

Legal 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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