This Enterprise Software Agreement template is designed for use in commercial transactions governed by Irish law where a software provider licenses enterprise-level software solutions to business customers. The agreement comprehensively covers software licensing, implementation, maintenance, and support services while ensuring compliance with Irish and EU regulations, particularly regarding data protection and electronic commerce. It includes essential provisions for service levels, performance standards, and risk allocation, making it suitable for complex enterprise software deployments. The document structure accommodates both on-premises and cloud-based software solutions, with specific attention to Irish legal requirements and business practices.
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Key Requirements PROMPT example:
Enterprise Software Agreement
"I need an Enterprise Software Agreement for licensing our cloud-based CRM software to financial services companies in Ireland, with implementation scheduled for March 2025 and including specific data residency requirements for EU hosting."
1. Parties: Identification of the contracting parties including registered addresses and company details
2. Background: Context of the agreement and high-level purpose
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. License Grant and Scope: Terms of software license, permitted uses, and restrictions
5. Fees and Payment: Payment terms, fee structure, and invoicing requirements
6. Customer Obligations: Customer's responsibilities and compliance requirements
7. Supplier Obligations: Supplier's commitments, including delivery and implementation
8. Data Protection: GDPR compliance, data processing terms, and security requirements
9. Intellectual Property Rights: IP ownership, rights, and protections
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration, renewal, and termination provisions
12. Warranties and Disclaimers: Software warranties and performance guarantees
13. Liability and Indemnification: Limitation of liability and indemnification obligations
14. Force Majeure: Provisions for unforeseen circumstances and force majeure events
15. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Professional Services: Terms for additional implementation, training, or consulting services
2. Hosting Services: Terms for cloud hosting or SaaS delivery if applicable
3. Service Levels: Specific performance metrics and service level commitments
4. Change Control: Process for managing changes to services or specifications
5. Disaster Recovery: Business continuity and disaster recovery requirements
6. Source Code Escrow: Terms for source code escrow arrangements if required
7. Export Control: Export compliance terms for international deployments
8. Insurance: Specific insurance requirements beyond standard coverage
1. Schedule 1 - Software Description: Detailed description of licensed software and functionality
2. Schedule 2 - Service Level Agreement: Detailed service levels, metrics, and remedies
3. Schedule 3 - Support Services: Support and maintenance terms and procedures
4. Schedule 4 - Fee Schedule: Detailed pricing, payment terms, and fee calculations
5. Schedule 5 - Technical Requirements: Software technical specifications and requirements
6. Schedule 6 - Data Processing Agreement: Detailed GDPR-compliant data processing terms
7. Schedule 7 - Implementation Plan: Software deployment and implementation timeline
8. Appendix A - Authorized Users: Definition and limits of authorized software users
9. Appendix B - Security Requirements: Detailed security standards and requirements
Authors
Relevant legal definitions
Acceptance Criteria
Acceptance Tests
Affiliate
Authorized Users
Business Day
Confidential Information
Configuration
Contract Year
Core Hours
Customer Data
Customer Materials
Data Controller
Data Processor
Data Protection Laws
Data Subject
Documentation
Effective Date
Error
Fees
Force Majeure Event
GDPR
Good Industry Practice
Implementation Services
Initial Term
Intellectual Property Rights
License
License Fees
Maintenance Release
Maintenance Services
Material Breach
New Version
Normal Business Hours
Operating Environment
Personal Data
Professional Services
Renewal Period
Security Requirements
Service Credits
Service Levels
Software
Software Specification
Source Code
Support Hours
Support Services
System Requirements
Term
Third-Party Software
Updates
Upgrades
User Acceptance Testing
Virus
Vulnerability
Acceptance Tests
Affiliate
Authorized Users
Business Day
Confidential Information
Configuration
Contract Year
Core Hours
Customer Data
Customer Materials
Data Controller
Data Processor
Data Protection Laws
Data Subject
Documentation
Effective Date
Error
Fees
Force Majeure Event
GDPR
Good Industry Practice
Implementation Services
Initial Term
Intellectual Property Rights
License
License Fees
Maintenance Release
Maintenance Services
Material Breach
New Version
Normal Business Hours
Operating Environment
Personal Data
Professional Services
Renewal Period
Security Requirements
Service Credits
Service Levels
Software
Software Specification
Source Code
Support Hours
Support Services
System Requirements
Term
Third-Party Software
Updates
Upgrades
User Acceptance Testing
Virus
Vulnerability
Clauses
License Grant
Intellectual Property
Payment Terms
Service Levels
Implementation
Acceptance Testing
Maintenance and Support
Data Protection
Confidentiality
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Audit Rights
Security Requirements
Disaster Recovery
Change Control
Dispute Resolution
Governing Law
Notice Requirements
Insurance
Export Control
Personnel
Subcontracting
Non-Solicitation
Entire Agreement
Severability
Third Party Rights
Anti-Bribery
Competition Law
Electronic Signatures
Intellectual Property
Payment Terms
Service Levels
Implementation
Acceptance Testing
Maintenance and Support
Data Protection
Confidentiality
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Audit Rights
Security Requirements
Disaster Recovery
Change Control
Dispute Resolution
Governing Law
Notice Requirements
Insurance
Export Control
Personnel
Subcontracting
Non-Solicitation
Entire Agreement
Severability
Third Party Rights
Anti-Bribery
Competition Law
Electronic Signatures
Relevant Industries
Financial Services
Healthcare
Manufacturing
Retail
Technology
Professional Services
Insurance
Banking
Telecommunications
Education
Government
Pharmaceuticals
Transportation
Energy
Relevant Teams
Legal
Information Technology
Procurement
Information Security
Risk Management
Compliance
Finance
Operations
Data Protection
Enterprise Architecture
Relevant Roles
Chief Information Officer
Chief Technology Officer
IT Director
Procurement Manager
Legal Counsel
Information Security Officer
Data Protection Officer
Contract Manager
Software Licensing Manager
Enterprise Architect
IT Operations Manager
Risk Management Officer
Compliance Officer
Technology Procurement Specialist
Find the exact document you need
Enterprise Software Agreement
Irish law-governed agreement for enterprise software licensing and implementation, covering usage rights, service levels, and regulatory compliance.
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