The Master Software License Agreement (MSLA) is a foundational document used when a software provider wishes to establish a long-term licensing relationship with a customer. This agreement, governed by U.S. law, serves as an umbrella agreement under which multiple software products can be licensed through separate order forms or schedules. It includes comprehensive terms covering licensing rights, usage restrictions, intellectual property protection, warranties, and support services. The MSLA is particularly important for enterprise-level software deployments and helps manage ongoing software licensing relationships while ensuring legal compliance.
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1. Parties: Identification of contracting parties and their legal status
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. License Grant: Scope and nature of software license
5. License Restrictions: Limitations on use and prohibited activities
6. Payment Terms: Fees, payment schedule, and related conditions
7. Intellectual Property Rights: Ownership and protection of IP
8. Term and Termination: Duration and termination conditions
9. Warranties and Disclaimers: Extent and limitations of warranties
1. Professional Services: Terms for additional services beyond software license when implementation or consulting services are included
2. Service Level Agreement: Performance standards and metrics for cloud-based or hosted software solutions
3. Data Processing Agreement: Terms for handling personal data when personal data processing is involved
4. Source Code Escrow: Terms for source code deposit and release when requested by enterprise customers
1. Software Description Schedule: Detailed description of licensed software and components
2. Fee Schedule: Detailed pricing and payment terms
3. Technical Requirements Schedule: Hardware and software requirements for operation
4. Support and Maintenance Schedule: Details of support services and maintenance obligations
5. Service Level Metrics Schedule: Detailed performance metrics and remedies for SaaS products
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