The Software Vendor Agreement serves as a crucial legal framework for technology transactions in Indonesia, where it governs the relationship between software providers and their customers. This document is essential when organizations seek to procure software solutions, whether for on-premise installation or cloud-based services. It addresses critical aspects such as licensing rights, implementation requirements, service levels, and ongoing support obligations, while ensuring compliance with Indonesian regulations, particularly the ITE Law and data protection requirements. The agreement is structured to protect both parties' interests, covering intellectual property rights, confidentiality, liability limitations, and dispute resolution mechanisms within the Indonesian legal context. It's particularly relevant given Indonesia's rapid digital transformation and the increasing need for clear, compliant software procurement frameworks.
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1. Parties: Identification of the software vendor and the customer, including their legal details and registered addresses
2. Background: Context of the agreement, brief description of the software and intended purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. License Grant: Scope of software license, usage rights, and restrictions
5. Delivery and Implementation: Terms for software delivery, installation, and implementation timeline
6. Fees and Payment: Pricing structure, payment terms, and invoicing procedures
7. Intellectual Property Rights: Ownership of IP, protection of rights, and related warranties
8. Confidentiality: Protection of confidential information and trade secrets
9. Data Protection and Privacy: Compliance with Indonesian data protection laws and data handling procedures
10. Support and Maintenance: Terms for ongoing support, updates, and maintenance services
11. Warranties and Representations: Software performance warranties and vendor representations
12. Limitation of Liability: Limits on liability and exclusions
13. Term and Termination: Duration of agreement and termination provisions
14. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution procedures
1. Source Code Escrow: Terms for source code escrow arrangements, used when customer requires access to source code under specific conditions
2. Training Services: Terms for user training and knowledge transfer, included when vendor provides training services
3. System Integration: Requirements for integration with other systems, included when software needs to interface with existing systems
4. Customization Services: Terms for software customization, included when bespoke development is required
5. Disaster Recovery: Disaster recovery and business continuity provisions, important for critical software systems
6. Cloud Services: Terms for cloud-based deployment and services, included for SaaS solutions
7. Security Requirements: Specific security standards and compliance requirements, included for sensitive applications
8. Export Control: Export control compliance, included when software may be subject to export restrictions
1. Schedule 1 - Software Description: Detailed description of the software, including features and functionality
2. Schedule 2 - Service Level Agreement: Performance metrics, response times, and service level commitments
3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, including license fees, maintenance fees, and other charges
4. Schedule 4 - Technical Requirements: Hardware and software requirements for operation of the software
5. Schedule 5 - Implementation Plan: Detailed timeline and milestones for software implementation
6. Schedule 6 - Support Services: Detailed description of support and maintenance services
7. Schedule 7 - Data Processing Agreement: Specific terms for handling personal data in compliance with Indonesian regulations
8. Appendix A - Acceptance Testing Criteria: Criteria and procedures for acceptance testing of the software
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