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Master Software License Agreement
I need a Master Software License Agreement under Swiss law for licensing our enterprise resource planning software to financial institutions, with strong data protection clauses and specific provisions for source code escrow.
1. Parties: Identification of the licensor and licensee, including full legal names and addresses
2. Background: Context of the agreement, brief description of the software, and purpose of the relationship
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. License Grant: Scope of license, usage rights, restrictions, and territory limitations
5. Fees and Payment: License fees, payment terms, invoicing, and late payment consequences
6. Delivery and Implementation: Software delivery method, installation requirements, and acceptance criteria
7. Support and Maintenance: Standard support services, maintenance terms, and service levels
8. Intellectual Property Rights: IP ownership, protection measures, and infringement handling
9. Confidentiality: Protection of confidential information, obligations, and exceptions
10. Data Protection: Compliance with Swiss data protection laws, data handling obligations
11. Warranties and Representations: Standard warranties for software functionality and performance
12. Liability and Indemnification: Limitation of liability, indemnification obligations
13. Term and Termination: Agreement duration, renewal terms, termination rights and consequences
14. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
1. Third-Party Software: Include when the software incorporates third-party components, detailing associated terms and restrictions
2. Professional Services: Include when additional implementation or consulting services are provided
3. Service Level Agreement: Include when specific performance metrics and service levels are guaranteed
4. Disaster Recovery: Include for business-critical software requiring specific recovery procedures
5. Source Code Escrow: Include when source code escrow arrangements are required for business continuity
6. Export Control: Include when software is subject to international trade restrictions
7. Insurance: Include when specific insurance coverage requirements apply
8. Audit Rights: Include when licensor requires rights to audit licensee's usage
9. Competition Restrictions: Include when non-compete or territorial restrictions apply
1. Schedule 1 - Licensed Software: Detailed description of licensed software components and specifications
2. Schedule 2 - License Fees: Detailed fee structure, including any variable components
3. Schedule 3 - Technical Requirements: Minimum system requirements and technical specifications
4. Schedule 4 - Support Services: Detailed support and maintenance services, including SLAs
5. Schedule 5 - Data Processing Agreement: Detailed data protection obligations and procedures
6. Schedule 6 - Implementation Plan: Project plan for software implementation and acceptance testing
7. Appendix A - Authorized Users: Definition and limitations of authorized user categories
8. Appendix B - Territory: Detailed description of authorized territory for software use
Authors
Affiliate
Authorized Users
Business Day
Confidential Information
Configuration
Customer Data
Documentation
Effective Date
Error
Fees
Force Majeure Event
Intellectual Property Rights
License Term
Licensed Software
Maintenance Services
Major Release
Minor Release
Modifications
Normal Business Hours
Order Form
Personal Data
Professional Services
Response Time
Service Credits
Service Levels
Software Updates
Source Code
Specification
Support Services
System Requirements
Technical Infrastructure
Territory
Third-Party Software
User Acceptance Testing
Virus
Work Product
Working Hours
Data Controller
Data Processor
Designated Equipment
Disaster Recovery Plan
Emergency Maintenance
Export Controls
Implementation Services
Instance
License Key
Maintenance Window
Module
Production Environment
Resolution Time
Scheduled Maintenance
Security Breach
Service Environment
Software Interface
Support Level
Test Environment
Usage Data
Warranty Period
Intellectual Property Rights
Usage Rights and Restrictions
Fees and Payment
Delivery and Acceptance
Support and Maintenance
Implementation
Service Levels
Technical Requirements
Confidentiality
Data Protection
Security Requirements
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment and Subcontracting
Audit Rights
Documentation
Training
Change Management
Dispute Resolution
Insurance
Export Control
Competition Law
Source Code Escrow
Business Continuity
Third-Party Rights
Notices
Entire Agreement
Severability
Governing Law
Jurisdiction
Information Technology
Financial Services
Healthcare
Manufacturing
Retail
Telecommunications
Professional Services
Education
Government
Insurance
Pharmaceuticals
Energy
Transportation
Media and Entertainment
Legal
Information Technology
Procurement
Finance
Information Security
Risk Management
Compliance
Vendor Management
Software Asset Management
Enterprise Architecture
IT Operations
Chief Information Officer
Chief Technology Officer
Legal Counsel
IT Director
Procurement Manager
Software Licensing Manager
Contract Manager
Information Security Officer
Data Protection Officer
Enterprise Architect
IT Operations Manager
Software Asset Manager
Vendor Management Director
Chief Financial Officer
Risk Management Officer
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