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Computer Software License Template for Singapore

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Key Requirements PROMPT example:

Computer Software License

"Need a Computer Software License agreement for our new AI analytics platform that we're licensing to enterprise customers in Singapore, with specific provisions for data protection and source code escrow, planned to launch in March 2025."

Document background
The Computer Software License agreement is essential for any software deployment in Singapore, providing a legal framework for software usage rights and obligations. This document is crucial when a software owner wishes to grant usage rights while maintaining ownership and control. It addresses key aspects including license scope, term, fees, warranties, and support obligations, while ensuring compliance with Singapore's software licensing and intellectual property laws. The agreement is particularly relevant for both standard commercial software licensing and custom software solutions.
Suggested Sections

1. Parties: Identification of licensor and licensee with full legal details

2. Background: Context of the agreement and brief description of the software

3. Definitions: Key terms used throughout the agreement including software, documentation, intellectual property rights, and licensing terms

4. Grant of License: Scope and nature of the license being granted, including usage rights and restrictions

5. License Restrictions: Limitations on use, prohibited activities, and restrictions on modification or distribution

6. Intellectual Property Rights: Ownership and protection of IP rights, including copyright notices and trademark usage

7. Term and Termination: Duration of the license, renewal terms, and conditions for termination

8. Payment Terms: License fees, payment schedule, and related financial obligations

9. Warranties and Representations: Warranties regarding software performance, IP rights, and disclaimers

10. Liability and Indemnification: Limitations of liability and indemnification obligations of both parties

11. Confidentiality: Protection of confidential information and trade secrets

12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and notices

Optional Sections

1. Service Level Agreement: Performance standards, metrics, and remedies for non-compliance

2. Source Code Escrow: Terms for source code access, maintenance, and release conditions

3. Professional Services: Implementation, training, and support services beyond the basic license

4. Data Processing Agreement: Terms for handling personal data in compliance with PDPA requirements

5. Export Control: Compliance with export control laws and restrictions

6. Third-Party Software: Terms relating to incorporated third-party software or open source components

Suggested Schedules

1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software

2. Schedule 2 - License Fees: Detailed pricing structure, payment terms, and fee calculations

3. Schedule 3 - Service Level Requirements: Detailed performance metrics, service levels, and response times

4. Schedule 4 - Support Services: Scope of maintenance, support services, and escalation procedures

5. Schedule 5 - Acceptable Use Policy: Detailed terms of permitted use, restrictions, and user obligations

6. Schedule 6 - Data Processing Requirements: Specific data handling procedures and security requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
























Clauses






























Industries

Copyright Act (Cap. 63): Primary legislation governing software protection as literary works, including duration of copyright protection, rights of copyright owners, licensing provisions, and infringement provisions

Patents Act (Cap. 221): Legislation covering software-related patents, patent licensing considerations, and patent infringement provisions

Personal Data Protection Act 2012 (PDPA): Regulates data collection, usage, disclosure, cross-border data transfer, and data security requirements in software applications

Electronic Transactions Act (Cap. 88): Governs electronic contracts, digital signatures, and electronic records validity in software licensing

Competition Act (Cap. 50B): Addresses anti-competitive provisions, exclusive dealing considerations, and market dominance issues in software licensing

Contract Law: Common Law principles governing formation of contract, terms and conditions, warranties and representations, and termination provisions

Consumer Protection (Fair Trading) Act: Protects consumer rights in software licensing, addresses unfair practices, and ensures consumer protection

Computer Misuse Act: Covers unauthorized access and modification of computer systems, and security considerations in software licensing

International Law Considerations: Cross-border licensing requirements, export control regulations, and international compliance obligations

Industry-Specific Regulations: Sector-specific requirements, open source software compliance, and cybersecurity requirements

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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