Software Sales Agreement Template for Indonesia

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Key Requirements PROMPT example:

Software Sales Agreement

"I need a Software Sales Agreement for my enterprise accounting software being sold to an Indonesian bank, with implementation services and source code escrow provisions included, planned to commence from March 2025."

Document background

The Software Sales Agreement serves as a crucial legal instrument for software transactions in Indonesia's rapidly growing digital economy. This document is essential when a software provider wishes to sell and license their software products to customers while protecting their intellectual property rights and defining clear terms of use. It encompasses all aspects of the software sale transaction, including license scope, implementation, support services, and compliance with Indonesian regulations such as the ITE Law and Copyright Law. The agreement is particularly important given Indonesia's specific requirements for electronic transactions and software licensing, requiring careful consideration of local legal frameworks while maintaining international software licensing standards. It should be used whenever a company is engaging in software sales transactions within Indonesian jurisdiction, whether for off-the-shelf products or customized solutions.

Suggested Sections

1. Parties: Identification of the seller (software provider) and buyer, including their legal status and registered addresses

2. Background: Context of the agreement and brief description of the software product and business relationship

3. Definitions: Detailed definitions of technical terms, software components, and key concepts used throughout the agreement

4. Software License Grant: Scope of software license, usage rights, and restrictions

5. Delivery and Installation: Terms for software delivery, installation procedures, and acceptance criteria

6. Payment Terms: Price, payment schedule, payment method, and any recurring fees

7. Intellectual Property Rights: Ownership of IP rights, restrictions, and protections

8. Warranties and Representations: Software performance warranties, compliance with specifications, and legal warranties

9. Support and Maintenance: Basic support services, maintenance terms, and response times

10. Confidentiality: Protection of confidential information and trade secrets

11. Term and Termination: Duration of agreement, renewal terms, and termination conditions

12. Limitation of Liability: Liability caps and exclusions in compliance with Indonesian law

13. Force Majeure: Circumstances excusing performance of obligations

14. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

Optional Sections

1. Custom Development: Include when software requires customization or modifications for the buyer

2. Integration Services: Include when provider will integrate software with buyer's existing systems

3. Training Services: Include when provider will provide user training

4. Data Protection and Privacy: Include when software processes personal data or when compliance with specific data protection regulations is required

5. Source Code Escrow: Include when source code will be held in escrow for buyer's security

6. Service Level Agreement: Include when specific performance levels and metrics are guaranteed

7. Change Control: Include when formal processes for changes to software or services are required

8. Export Control: Include when software is subject to export control regulations

Suggested Schedules

1. Schedule A - Software Description: Detailed description of software, modules, and components included

2. Schedule B - Technical Specifications: Technical requirements, system specifications, and performance parameters

3. Schedule C - License Terms: Detailed license terms, usage restrictions, and user limitations

4. Schedule D - Support Services: Detailed support and maintenance services, including service levels

5. Schedule E - Fee Schedule: Detailed breakdown of all fees, including license, maintenance, and support costs

6. Schedule F - Installation Requirements: Technical requirements for installation and deployment

7. Appendix 1 - Acceptance Testing Procedures: Procedures and criteria for software acceptance testing

8. Appendix 2 - Support Contact Details: Contact information and escalation procedures for support services

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Information Technology

Software Development

E-commerce

Financial Services

Healthcare

Manufacturing

Retail

Telecommunications

Education

Government

Professional Services

Banking

Insurance

Logistics

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Sales

Software Development

Compliance

Vendor Management

Commercial

Finance

Technical Operations

Customer Success

Product Management

Relevant Roles

Chief Technology Officer

IT Director

Procurement Manager

Legal Counsel

Software Development Manager

Sales Director

Contract Manager

Chief Information Officer

Commercial Director

IT Project Manager

Software Licensing Manager

Vendor Management Officer

Chief Legal Officer

Software Asset Manager

Business Development Manager

Technical Account Manager

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Letter Of Intent Non Binding

A non-binding preliminary document under Indonesian law outlining parties' intentions for a potential business transaction or relationship.

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Let's create your Software Sales Agreement

Authors

Alex Denne

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