The MSA Software Agreement serves as the foundational contract between software providers and their business customers in Australia, establishing a comprehensive framework for long-term software licensing and service relationships. This document is typically used when organizations require ongoing access to software solutions, related services, and technical support. The agreement encompasses essential elements including license grants, service level commitments, data protection obligations, and compliance with Australian legislation such as the Privacy Act 1988 and Competition and Consumer Act 2010. It provides flexibility for multiple software products or services to be added through schedules while maintaining consistent general terms and conditions. The MSA Software Agreement is particularly crucial for businesses implementing enterprise-wide software solutions or establishing long-term software service partnerships under Australian jurisdiction.
MSA Software Agreement Template for Australia
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Key Requirements PROMPT example:
MSA Software Agreement
"I need an MSA Software Agreement for a cloud-based healthcare management system that will be deployed across multiple hospitals in Australia, with strict data privacy requirements and specific provisions for 24/7 technical support and system availability."
1. Parties: Identification of the contracting parties, including registered business names, ABNs, and addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the software services
3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement
4. License Grant: Scope of software license, usage rights, and restrictions
5. Services: Description of software services, implementation, and support services
6. Term and Termination: Duration of agreement, renewal terms, and termination conditions
7. Fees and Payment: Pricing structure, payment terms, and invoicing procedures
8. Service Levels: Performance standards, availability commitments, and remedies for non-compliance
9. Data Protection and Privacy: Compliance with Privacy Act and data handling obligations
10. Security Requirements: Security standards, breach notification procedures, and safeguards
11. Intellectual Property Rights: Ownership of IP, licensing terms, and protection of proprietary rights
12. Warranties and Disclaimers: Software warranties, service guarantees, and Australian Consumer Law compliance
13. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
14. Confidentiality: Protection of confidential information and trade secrets
15. General Provisions: Standard legal provisions including governing law, dispute resolution, and notice requirements
1. Professional Services: Include when additional implementation, customization, or consulting services are required
2. Third-Party Integrations: Include when software interfaces with third-party applications or services
3. Export Controls: Include when software may be subject to international trade restrictions
4. Disaster Recovery: Include for mission-critical software requiring specific recovery procedures
5. Source Code Escrow: Include when source code access may be required under specific conditions
6. Change Control: Include when formal change management procedures are needed
7. Training and Documentation: Include when specific training or documentation requirements exist
8. Audit Rights: Include when compliance or usage auditing is required
1. Schedule 1 - Software Description: Detailed description of software functionality and technical specifications
2. Schedule 2 - Service Level Agreement: Detailed service levels, metrics, and performance standards
3. Schedule 3 - Fee Schedule: Detailed pricing, payment terms, and fee calculations
4. Schedule 4 - Support Services: Support levels, response times, and escalation procedures
5. Schedule 5 - Security Requirements: Detailed security standards and compliance requirements
6. Schedule 6 - Implementation Plan: Project timeline, milestones, and deliverables
7. Schedule 7 - Acceptable Use Policy: Terms of acceptable use and restrictions
8. Appendix A - Technical Requirements: Minimum system requirements and technical specifications
9. Appendix B - Data Processing Terms: Detailed data handling and privacy compliance requirements
Authors
Relevant legal definitions
Acceptance Criteria
Affiliate
Agreement
Authorized Users
Business Day
Business Hours
Confidential Information
Configuration
Customer Data
Customer Materials
Defect
Deliverables
Documentation
Effective Date
Emergency Maintenance
Fees
Force Majeure Event
Good Industry Practice
Harmful Code
Implementation Services
Initial Term
Intellectual Property Rights
License
License Metrics
Maintenance Release
Major Release
Malicious Code
Normal Business Hours
Personal Information
Personnel
Professional Services
Renewal Term
Schedule
Security Requirements
Service Credits
Service Levels
Services
Software
Software Updates
Source Code
Specifications
Statement of Work
Support Hours
Support Services
System Requirements
Term
Third-Party Materials
Transition Services
Updates
Upgrades
User Documentation
Virus
Warranty Period
Affiliate
Agreement
Authorized Users
Business Day
Business Hours
Confidential Information
Configuration
Customer Data
Customer Materials
Defect
Deliverables
Documentation
Effective Date
Emergency Maintenance
Fees
Force Majeure Event
Good Industry Practice
Harmful Code
Implementation Services
Initial Term
Intellectual Property Rights
License
License Metrics
Maintenance Release
Major Release
Malicious Code
Normal Business Hours
Personal Information
Personnel
Professional Services
Renewal Term
Schedule
Security Requirements
Service Credits
Service Levels
Services
Software
Software Updates
Source Code
Specifications
Statement of Work
Support Hours
Support Services
System Requirements
Term
Third-Party Materials
Transition Services
Updates
Upgrades
User Documentation
Virus
Warranty Period
Clauses
License Grant
Service Provision
Payment Terms
Service Levels
Performance Standards
Support Services
Implementation
Acceptance Testing
Intellectual Property
Data Protection
Privacy Compliance
Confidentiality
Security Requirements
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Dispute Resolution
Governing Law
Assignment
Subcontracting
Insurance
Audit Rights
Change Management
Notice Requirements
Personnel
Documentation
Training
Maintenance
Upgrades
Business Continuity
Disaster Recovery
Export Control
Anti-Corruption
Entire Agreement
Variation
Severability
Third Party Rights
Consumer Law Compliance
Service Provision
Payment Terms
Service Levels
Performance Standards
Support Services
Implementation
Acceptance Testing
Intellectual Property
Data Protection
Privacy Compliance
Confidentiality
Security Requirements
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Dispute Resolution
Governing Law
Assignment
Subcontracting
Insurance
Audit Rights
Change Management
Notice Requirements
Personnel
Documentation
Training
Maintenance
Upgrades
Business Continuity
Disaster Recovery
Export Control
Anti-Corruption
Entire Agreement
Variation
Severability
Third Party Rights
Consumer Law Compliance
Relevant Industries
Information Technology
Financial Services
Healthcare
Retail
Manufacturing
Professional Services
Education
Government
Telecommunications
Media and Entertainment
Insurance
Energy and Utilities
Relevant Teams
Legal
Information Technology
Procurement
Information Security
Risk Management
Finance
Operations
Compliance
Technical Services
Commercial
Relevant Roles
Chief Information Officer
Chief Technology Officer
IT Director
Procurement Manager
Legal Counsel
Contract Manager
Software Development Manager
Information Security Officer
Privacy Officer
Risk Manager
Operations Director
Technical Project Manager
Vendor Management Officer
Chief Financial Officer
Commercial Director
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