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Software Sublicense Agreement for Philippines

Software Sublicense Agreement Template for Philippines

A Software Sublicense Agreement under Philippine law is a legal contract that enables a licensed software user to grant rights to use the software to a third party. This agreement must comply with the Philippine Intellectual Property Code (Republic Act No. 8293) and the E-Commerce Act (Republic Act No. 8792), while addressing data privacy requirements under the Data Privacy Act of 2012. The document outlines the terms and conditions for software usage, including scope of rights, restrictions, fees, warranties, and compliance obligations, ensuring proper protection of intellectual property rights while facilitating legal software distribution within the Philippine jurisdiction.

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What is a Software Sublicense Agreement?

The Software Sublicense Agreement is essential when a licensed software user wishes to extend software usage rights to other parties within the Philippine jurisdiction. This document is commonly used in scenarios where a primary licensee, often a distributor or enterprise customer, needs to provide software access to subsidiaries, affiliates, or other authorized users. The agreement must align with Philippine technology and intellectual property laws, particularly the Intellectual Property Code and E-Commerce Act. It typically includes detailed provisions on usage rights, territorial restrictions, compliance requirements, and data privacy obligations. The document serves as a crucial tool for software distribution and commercialization while protecting the interests of all parties involved in the software licensing chain.

What sections should be included in a Software Sublicense Agreement?

1. Parties: Identification of the Sublicensor and Sublicensee, including their legal names, addresses, and registration details

2. Background: Context of the agreement, including reference to the main license agreement and authority to sublicense

3. Definitions: Key terms used throughout the agreement, including technical terms, software components, and legal concepts

4. Grant of Sublicense: Scope of the sublicense, including permitted uses, restrictions, and territorial limitations

5. Term and Termination: Duration of the sublicense, renewal provisions, and circumstances for termination

6. Fees and Payment Terms: License fees, payment schedule, and any recurring charges

7. Intellectual Property Rights: Acknowledgment of IP ownership, protection of rights, and handling of improvements

8. Warranties and Representations: Warranties regarding right to sublicense, software performance, and compliance with laws

9. Limitations of Liability: Caps on liability and exclusions of certain types of damages

10. Confidentiality: Protection of confidential information and trade secrets

11. Compliance with Laws: Obligation to comply with Philippine laws, including data privacy and technology transfer regulations

12. General Provisions: Standard clauses including governing law, dispute resolution, and entire agreement

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

1. Source Code Access: Include when source code access is granted to the sublicensee

2. Technical Support and Maintenance: Include when ongoing support and maintenance services are part of the agreement

3. Data Processing Terms: Include when the software involves processing of personal data under Philippine Data Privacy Act

4. Export Controls: Include for international sublicensing arrangements

5. Escrow Provisions: Include when source code escrow arrangements are required

6. Training and Implementation: Include when training or implementation services are provided

7. Audit Rights: Include when sublicensor requires rights to audit sublicensee's use of software

8. Performance Standards: Include when specific performance metrics or service levels are guaranteed

What schedules should be included in a Software Sublicense Agreement?

1. Schedule A - Software Description: Detailed description of the licensed software, including versions and components

2. Schedule B - Technical Specifications: Technical requirements, system specifications, and compatibility requirements

3. Schedule C - License Fees: Detailed breakdown of license fees, payment terms, and calculation methods

4. Schedule D - Service Level Agreement: Performance metrics, support levels, and response times if applicable

5. Schedule E - Permitted Users: List of authorized users or user categories and usage restrictions

6. Appendix 1 - Main License Terms: Relevant excerpts from the main license agreement affecting the sublicense

7. Appendix 2 - Data Processing Requirements: Specific requirements for data handling and privacy compliance

8. Appendix 3 - Implementation Plan: Timeline and milestones for software implementation if applicable

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

Financial Services

Healthcare

Education

Manufacturing

Retail

Telecommunications

Professional Services

Government and Public Sector

E-commerce

Banking

Insurance

Business Process Outsourcing

Real Estate

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Risk Management

Vendor Management

Software Asset Management

Information Security

Business Development

Operations

Contract Management

Relevant Roles

Chief Technology Officer

Legal Counsel

IT Director

Software Licensing Manager

Procurement Manager

Compliance Officer

Contract Administrator

IT Security Manager

Business Development Manager

Software Asset Manager

Legal Operations Manager

Chief Information Officer

Technology Risk Manager

Vendor Management Officer

IP Rights 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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