This Corporate Software License Agreement template is designed for use in the Indonesian market where software licensing transactions require compliance with specific local regulations, including the Electronic Information and Transactions Law (UU ITE) and data protection requirements. The document is primarily used when a software provider wishes to grant a corporate entity the right to use its software products under defined terms and conditions. It encompasses essential elements such as license scope, usage restrictions, maintenance terms, and compliance requirements. The agreement is structured to accommodate both domestic and international software licensing transactions, with specific provisions addressing Indonesian regulatory requirements, local content rules, and data protection obligations. This template is particularly relevant for enterprise-level software deployments where comprehensive terms and conditions are necessary to protect both parties' interests while ensuring regulatory compliance.
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1. Parties: Identification of the licensor and licensee, including registration details and authorized representatives
2. Background: Context of the agreement, brief description of the software, and general purpose of the license
3. Definitions: Detailed definitions of technical terms, software components, and key concepts used in the agreement
4. License Grant: Scope of license, permitted uses, restrictions, and user limitations
5. License Fees and Payment: Financial terms, payment schedule, and currency specifications
6. Intellectual Property Rights: Ownership declarations, IP protection measures, and infringement procedures
7. Confidentiality: Protection of confidential information, including software specifications and business data
8. Data Protection and Security: Compliance with Indonesian data protection laws and security requirements
9. Term and Termination: Duration of license, renewal terms, and termination conditions
10. Warranties and Representations: Standard warranties regarding software functionality and compliance with laws
11. Limitation of Liability: Liability caps and exclusions in compliance with Indonesian law
12. Governing Law and Dispute Resolution: Specification of Indonesian law governance and dispute resolution mechanisms
13. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Professional Services: Terms for additional services such as implementation, training, or customization
2. Service Levels: Performance standards and metrics if software includes hosted components
3. Disaster Recovery: Business continuity provisions for critical software implementations
4. Source Code Escrow: Terms for source code escrow arrangements for business-critical applications
5. Audit Rights: Terms allowing licensor to audit licensee's usage and compliance
6. Export Control: Compliance with export control regulations for international use
7. Local Content Requirements: Compliance with Indonesian local content requirements if applicable
8. Insurance: Insurance requirements for high-value or high-risk implementations
1. Schedule 1 - Licensed Software: Detailed description of software components, versions, and specifications
2. Schedule 2 - License Fees: Detailed breakdown of license fees, payment terms, and pricing models
3. Schedule 3 - Technical Requirements: Hardware, software, and network requirements for operation
4. Schedule 4 - Support and Maintenance: Details of support services, maintenance terms, and service levels
5. Schedule 5 - Authorized Users: Categories and numbers of authorized users and access levels
6. Schedule 6 - Data Processing Terms: Specific terms for processing personal data in compliance with Indonesian regulations
7. Appendix A - Form of Change Order: Template for documenting changes to licensed software or services
8. Appendix B - Security Requirements: Detailed security protocols and compliance requirements
Relevant legal definitions
Affiliate
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Force Majeure
Intellectual Property Rights
License Fee
License Term
Licensed Software
Maintenance Services
Modifications
Personal Data
Professional Services
Security Breach
Service Levels
Software Updates
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third-Party Software
User Acceptance Testing
User Authentication
Virus
Work Product
Working Hours
Acceptance Criteria
Agreement
Applicable Law
Authorized Representative
Backup Copy
Completion Date
Configuration
Critical Error
Data Protection Laws
Designated Equipment
Disaster Recovery Plan
Electronic Information and Transaction Law
Error
Go-Live Date
Implementation Services
Installation Site
License Keys
Local Content Requirements
Object Code
Operating Environment
Response Time
Service Credits
Software Interface
Technical Requirements
Usage Data
User Access Levels
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Force Majeure
Intellectual Property Rights
License Fee
License Term
Licensed Software
Maintenance Services
Modifications
Personal Data
Professional Services
Security Breach
Service Levels
Software Updates
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third-Party Software
User Acceptance Testing
User Authentication
Virus
Work Product
Working Hours
Acceptance Criteria
Agreement
Applicable Law
Authorized Representative
Backup Copy
Completion Date
Configuration
Critical Error
Data Protection Laws
Designated Equipment
Disaster Recovery Plan
Electronic Information and Transaction Law
Error
Go-Live Date
Implementation Services
Installation Site
License Keys
Local Content Requirements
Object Code
Operating Environment
Response Time
Service Credits
Software Interface
Technical Requirements
Usage Data
User Access Levels
Clauses
License Grant
Payment Terms
Intellectual Property Rights
Confidentiality
Data Protection
Usage Rights
License Restrictions
Implementation
Acceptance Testing
Maintenance and Support
Service Levels
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Audit Rights
Compliance with Laws
Security Requirements
Disaster Recovery
Change Control
Technical Requirements
User Access
Documentation
Training
Source Code Escrow
Export Control
Local Content
Dispute Resolution
Governing Law
Insurance
Notices
Entire Agreement
Severability
Third Party Rights
Anti-Corruption
Data Localization
Business Continuity
Performance Standards
Reporting Requirements
Payment Terms
Intellectual Property Rights
Confidentiality
Data Protection
Usage Rights
License Restrictions
Implementation
Acceptance Testing
Maintenance and Support
Service Levels
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Audit Rights
Compliance with Laws
Security Requirements
Disaster Recovery
Change Control
Technical Requirements
User Access
Documentation
Training
Source Code Escrow
Export Control
Local Content
Dispute Resolution
Governing Law
Insurance
Notices
Entire Agreement
Severability
Third Party Rights
Anti-Corruption
Data Localization
Business Continuity
Performance Standards
Reporting Requirements
Relevant Industries
Information Technology
Banking and Financial Services
Healthcare
Manufacturing
Retail
Telecommunications
Professional Services
Education
Government and Public Sector
Energy and Utilities
E-commerce
Insurance
Logistics and Transportation
Media and Entertainment
Relevant Teams
Legal
Information Technology
Procurement
Compliance
Finance
Information Security
Risk Management
Vendor Management
Software Asset Management
Infrastructure
Enterprise Architecture
Relevant Roles
Chief Technology Officer
Chief Information Officer
IT Director
Legal Counsel
Procurement Manager
Software License Manager
Compliance Officer
Information Security Officer
Contract Manager
Chief Financial Officer
IT Infrastructure Manager
Enterprise Architect
Risk Manager
Technology Procurement Specialist
Software Asset Manager
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