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Master Software Agreement
"I need a Master Software Agreement for my enterprise SaaS platform that will be licensed to financial institutions in the UK, with particular emphasis on data security requirements and the ability to add multiple software products through order forms starting March 2025."
1. Parties: Identification and details of the contracting parties (typically supplier and customer)
2. Background: Context of the agreement and high-level description of the software and services
3. Definitions: Key terms used throughout the agreement
4. License Grant: Terms of software license, scope, and usage rights
5. Fees and Payment: Payment terms, pricing, and invoicing arrangements
6. Intellectual Property Rights: Ownership and protection of IP rights
7. Confidentiality: Protection of confidential information
8. Data Protection: Compliance with data protection laws and data handling requirements
9. Term and Termination: Duration of agreement and termination rights
10. Liability and Indemnities: Limitation of liability and indemnification provisions
1. Professional Services: Additional terms for implementation, training, or consulting services when these are part of the offering
2. Service Levels: Performance metrics and service level commitments for when specific performance standards are required
3. Change Control: Process for managing changes to services or specifications, typically used in complex implementations
4. Disaster Recovery: Business continuity and disaster recovery provisions for business-critical software
5. Export Control: Compliance requirements with export control regulations when software may be subject to export restrictions
1. Software Description Schedule: Detailed description of software functionality and specifications
2. Service Level Agreement Schedule: Detailed service levels, metrics, and remedies
3. Support Services Schedule: Description of support services and procedures
4. Pricing Schedule: Detailed pricing information and payment terms
5. Data Processing Agreement Schedule: Detailed data protection obligations and procedures
6. Security Requirements Schedule: Security standards and requirements
7. Change Control Procedure Schedule: Detailed process for implementing changes
Authors
Affiliate
Agreement
Authorized Users
Business Day
Confidential Information
Customer Data
Documentation
Effective Date
Fees
Force Majeure Event
Good Industry Practice
Initial Term
Intellectual Property Rights
License
Maintenance Release
New Version
Order Form
Personal Data
Professional Services
Representatives
Security Requirements
Service Credits
Service Levels
Software
Software Specification
Statement of Work
Support Services
Term
Third Party Software
Update
Upgrade
User Acceptance Testing
Virus
Working Hours
License Grant
License Restrictions
Delivery and Installation
Acceptance Testing
Professional Services
Support Services
Service Levels
Customer Obligations
Supplier Obligations
Fees and Payment
Intellectual Property Rights
Third Party Software
Data Protection
Confidentiality
Security
Warranties
Anti-Bribery
Export Control
Force Majeure
Term and Termination
Consequences of Termination
Liability
Indemnification
Insurance
Assignment and Subcontracting
Change Control
Dispute Resolution
Notices
Entire Agreement
Variation
Waiver
Severance
No Partnership
Third Party Rights
Governing Law
Jurisdiction
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