The Source Code License Agreement is a critical legal instrument used when a software owner wishes to grant another party the right to use, modify, or integrate their source code while maintaining intellectual property rights. This agreement is particularly important in the Philippine context, where technology transfer and software licensing are governed by specific regulations including the Intellectual Property Code (RA 8293) and the Technology Transfer Act (RA 10055). The document is essential for scenarios ranging from commercial software licensing to technology partnerships, addressing key aspects such as usage rights, modifications, confidentiality, and compliance with Philippine data privacy laws. It provides comprehensive protection for both licensors and licensees while ensuring clear guidelines for source code utilization and maintenance.
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1. Parties: Identification of the licensor and licensee, including their 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: Key terms used throughout the agreement, including technical terms, 'Source Code', 'Derivative Works', 'Intellectual Property Rights', etc.
4. Grant of License: Scope of the license granted, including territory, exclusivity/non-exclusivity, and permitted uses of the source code
5. License Restrictions: Specific restrictions on the use of the source code, including prohibited activities and third-party access limitations
6. Intellectual Property Rights: Assertion of ownership rights, protection of IP, and handling of modifications and improvements
7. Payment Terms: License fees, payment schedule, and any ongoing maintenance or support fees
8. Delivery and Implementation: Terms regarding the delivery of source code, documentation, and any implementation support
9. Confidentiality: Obligations regarding the protection of confidential information, including the source code itself
10. Warranties and Representations: Warranties regarding ownership, non-infringement, and code quality
11. Limitation of Liability: Limitations on liability and disclaimers consistent with Philippine law
12. Term and Termination: Duration of the agreement, renewal terms, and termination rights
13. Post-Termination Obligations: Requirements after termination, including return or destruction of source code
14. General Provisions: Standard clauses including governing law, dispute resolution, and entire agreement
1. Maintenance and Support: Terms for ongoing maintenance and technical support - include if the licensor will provide these services
2. Escrow Arrangements: Terms for source code escrow - include for mission-critical software or if requested by licensee
3. Training: Provisions for training services - include if the licensor will provide training to licensee's personnel
4. Acceptance Testing: Procedures for testing and accepting the software - include for custom or modified source code
5. Data Privacy Compliance: Specific provisions relating to data protection - include if the software processes personal data
6. Export Control: Export control compliance - include if there's international use or transfer
7. Performance Standards: Specific performance requirements - include if there are guaranteed performance levels
8. Audit Rights: Rights to audit licensee's use of the source code - include for high-value licenses
1. Schedule 1 - Source Code Description: Detailed technical description of the source code, including all components and dependencies
2. Schedule 2 - License Fees: Detailed breakdown of all applicable fees and payment terms
3. Schedule 3 - Technical Specifications: Detailed technical specifications and documentation of the software
4. Schedule 4 - Maintenance and Support Services: Detailed description of maintenance and support services if provided
5. Schedule 5 - Accepted Use Policy: Detailed guidelines for acceptable use of the source code
6. Appendix A - Form of Acceptance Certificate: Template for formal acceptance of the source code delivery
7. Appendix B - Security Requirements: Specific security requirements and protocols for handling the source code
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Software Development
Financial Services
Healthcare
Education
E-commerce
Telecommunications
Manufacturing
Government Services
Research and Development
Professional Services
Defense and Security
Gaming and Entertainment
Retail
Relevant Teams
Legal
Information Technology
Software Development
Compliance
Intellectual Property
Research and Development
Operations
Information Security
Procurement
Risk Management
Corporate Development
Relevant Roles
Chief Technology Officer
Legal Counsel
Software Development Manager
Intellectual Property Lawyer
IT Director
Software Engineer
Compliance Officer
Technology Transfer Officer
Contract Manager
Chief Information Officer
Software Architect
IP Rights Manager
Technology Licensing Manager
Development Team Lead
Legal Operations Manager
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