The Software Development License Agreement is a crucial document used when a company needs custom software developed and licensed for its business operations. This agreement, governed by Philippine law, combines both development services and licensing terms to create a comprehensive framework for the relationship between the developer and the client. It addresses essential elements such as scope of work, intellectual property rights, acceptance testing, payment terms, and usage rights. The document ensures compliance with key Philippine regulations including the Intellectual Property Code (RA 8293), E-Commerce Act (RA 8792), and Data Privacy Act (RA 10173). It's particularly important when organizations need customized software solutions while maintaining clear rights and obligations regarding the developed software's ownership and use.
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1. Parties: Identification of the licensor and licensee, including full legal names, addresses, and company registration details
2. Background: Context of the agreement, including brief description of the software and purpose of the license
3. Definitions: Definitions of key terms used throughout the agreement, including technical terms, 'Software', 'Documentation', 'Intellectual Property Rights', etc.
4. License Grant: Scope of the license, including territory, exclusivity, and any restrictions on use
5. Development Services: Details of the development work, including methodology, standards, and acceptance criteria
6. Delivery and Implementation: Timelines, milestones, and process for delivery and implementation of the software
7. Intellectual Property Rights: Ownership of pre-existing and newly created IP, including source code and documentation
8. Payment Terms: License fees, development fees, payment schedule, and any additional costs
9. Warranties and Representations: Standard warranties regarding authority, non-infringement, and software performance
10. Confidentiality: Protection of confidential information exchanged during development and implementation
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Limitation of Liability: Caps on liability and exclusions of certain types of damages
13. General Provisions: Standard boilerplate including governing law, dispute resolution, and notices
1. Source Code Escrow: Include when source code needs to be held in escrow for licensee's security
2. Data Privacy Compliance: Include when software will process personal data subject to Philippine Data Privacy Act
3. Service Level Agreement: Include when ongoing performance standards need to be maintained
4. Third Party Software: Include when solution incorporates third-party software or open source components
5. Training and Support: Include when licensor will provide training or ongoing support services
6. Disaster Recovery: Include when software is business-critical and requires disaster recovery provisions
7. Change Control: Include when changes to specifications or scope may be needed during development
1. Software Specification: Detailed technical specifications of the software to be developed
2. Development Methodology: Detailed description of development approach, sprints, and delivery methodology
3. Acceptance Testing Procedures: Specific criteria and procedures for accepting deliverables
4. Service Levels: Performance metrics and service levels if applicable
5. Fee Schedule: Detailed breakdown of all fees, payment milestones, and payment terms
6. Technical Requirements: Hardware, software, and infrastructure requirements for the system
7. Support and Maintenance Terms: Details of any support and maintenance services to be provided
Relevant legal definitions
Clauses
Relevant Industries
Technology
Financial Services
Healthcare
Retail
Manufacturing
Telecommunications
Education
Government
E-commerce
Professional Services
Insurance
Banking
Logistics
Real Estate
Relevant Teams
Legal
Information Technology
Procurement
Finance
Compliance
Risk Management
Information Security
Operations
Project Management
Software Development
Technical Architecture
Business Analysis
Relevant Roles
Chief Technology Officer
Legal Counsel
IT Director
Software Development Manager
Procurement Manager
Contract Manager
Chief Information Officer
Project Manager
Information Security Officer
Risk Manager
Compliance Officer
Technical Architect
Business Analyst
Operations Manager
Chief Financial Officer
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