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The Software Master Services Agreement serves as the primary contractual framework for organizations engaging in software service relationships in the Philippines. This document is essential when establishing long-term software service arrangements, whether for custom development, maintenance, or ongoing technical support. It addresses crucial elements required under Philippine law, including data privacy compliance, electronic commerce regulations, and intellectual property protection. The agreement is designed to accommodate various software service scenarios through its schedules and appendices, while maintaining compliance with local regulatory requirements such as the Data Privacy Act of 2012 and the Electronic Commerce Act of 2000. It's particularly relevant for businesses operating in the Philippines' growing technology sector and for international companies engaging with Philippine service providers or clients.

1. Parties: Identification of the contracting parties with their complete legal names and addresses

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

3. Definitions: Key terms used throughout the agreement, including technical and legal definitions

4. Scope of Services: General framework for services to be provided, including basic service obligations and standards

5. Service Delivery Process: Procedures for requesting, delivering, and accepting services

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

7. Fees and Payment: General payment terms, invoicing procedures, and payment dispute resolution

8. Intellectual Property Rights: Ownership and licensing of pre-existing IP and newly created materials

9. Confidentiality: Protection of confidential information and trade secrets

10. Data Protection and Privacy: Compliance with Philippine Data Privacy Act and data handling requirements

11. Warranties and Representations: Standard warranties regarding services, compliance with laws, and authority to contract

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

13. Indemnification: Mutual indemnification obligations for specific risks

14. Force Majeure: Relief from obligations due to events beyond reasonable control

15. Governing Law and Dispute Resolution: Philippine law governance and dispute resolution procedures

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