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Software Vendor Agreement

Software Vendor Agreement Template for Indonesia

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Key Requirements PROMPT example:

Software Vendor Agreement

"I need a Software Vendor Agreement under Indonesian law for a cloud-based healthcare management system, with strong data protection clauses and specific provisions for handling patient data, planned for deployment in March 2025."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acceptance Criteria
Acceptance Testing
Affiliate
Authorized Users
Business Day
Confidential Information
Configuration
Customer Data
Customization
Data Protection Laws
Documentation
Effective Date
Electronic System
Escrow Agent
Force Majeure
Implementation Plan
Implementation Services
Initial Term
Intellectual Property Rights
License Fees
Licensed Software
Maintenance Services
Maintenance Fees
Personal Data
Professional Services
Service Level Agreement
Service Credits
Software
Software Updates
Source Code
Specifications
Support Services
System Requirements
Term
Third-Party Software
User Documentation
Virus
Warranty Period
Work Product
Electronic System Provider
Development Environment
Production Environment
Test Environment
Critical Error
Non-Critical Error
Response Time
Resolution Time
Disaster Recovery Plan
Security Breach
Cloud Services
API
Integration Services
Go-Live Date
Clauses
Grant of License
Implementation
Acceptance Testing
Service Levels
Maintenance and Support
Fees and Payment
Intellectual Property
Confidentiality
Data Protection
Warranties
Liability
Force Majeure
Term and Termination
Assignment
Dispute Resolution
Governing Law
Entire Agreement
Severability
Notices
Third Party Rights
Compliance with Laws
Software Security
Change Control
Audit Rights
Business Continuity
Personnel
Insurance
Exit Management
Source Code Escrow
Service Credits
Documentation
Training
Customization
Integration
Performance Standards
Disaster Recovery
Electronic Systems Compliance
Anti-Bribery
Export Control
Data Backup
System Access
Intellectual Property Indemnity
Relevant Industries

Information Technology

Financial Services

Healthcare

Education

Retail

Manufacturing

Government and Public Sector

Telecommunications

E-commerce

Professional Services

Banking

Insurance

Logistics and Transportation

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Information Security

Risk Management

Finance

Operations

Vendor Management

Software Development

Digital Transformation

Project Management

Relevant Roles

Chief Information Officer

Chief Technology Officer

IT Director

Procurement Manager

Legal Counsel

Contract Manager

Software Development Manager

IT Project Manager

Information Security Officer

Compliance Officer

Technology Procurement Specialist

Vendor Management Officer

Solution Architect

IT Operations Manager

Digital Transformation Manager

Industries
Law No. 11 of 2008 on Electronic Information and Transactions (ITE Law): Governs electronic transactions and systems in Indonesia, including requirements for valid electronic contracts and digital signatures
Government Regulation No. 71 of 2019 on Electronic Systems and Transactions: Implementing regulation of the ITE Law, providing detailed requirements for electronic system operations and transactions
Law No. 28 of 2014 on Copyright: Regulates software copyright protection and intellectual property rights in Indonesia
Law No. 13 of 2016 on Patents: Relevant for software-related patents and technological innovations
Law No. 8 of 1999 on Consumer Protection: Provides framework for consumer rights and business obligations in Indonesia
Minister of Communication and Information Technology Regulation No. 20 of 2016 on Personal Data Protection: Regulates the protection of personal data in electronic systems
Indonesian Civil Code (KUHPerdata): Provides basic contract law principles including formation, validity, and enforcement of agreements
Government Regulation No. 80 of 2019 on Electronic Commerce: Regulates e-commerce activities and digital business operations in Indonesia
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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