The Exclusive Software License Agreement is essential for businesses operating in Malaysia that wish to establish exclusive rights to use and commercialize software products. This document is particularly relevant when a software owner wants to grant exclusive rights to a single licensee in a specific territory or market segment. The agreement must comply with Malaysian legal requirements, including the Copyright Act 1987, Contracts Act 1950, and relevant technology laws. It typically includes comprehensive provisions covering intellectual property rights, technical specifications, maintenance obligations, and commercial terms. The document is commonly used in scenarios where significant investment or market development is expected from the licensee, justifying the exclusive nature of the license. This type of agreement requires careful consideration of competition laws and often includes detailed terms for territory restrictions, performance obligations, and quality control measures.
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1. Parties: Identification of the licensor and licensee with full legal names and registered addresses
2. Background: Context of the agreement, including brief description of the software and purpose of the license
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Specific terms of the exclusive license, including scope, territory, and duration
5. License Fees and Payment Terms: Financial terms, payment schedule, and payment methods
6. Intellectual Property Rights: Confirmation of ownership and protection of IP rights
7. Delivery and Implementation: Terms regarding software delivery, installation, and acceptance testing
8. Technical Support and Maintenance: Obligations regarding ongoing support, updates, and maintenance
9. Warranties and Representations: Warranties regarding software ownership, performance, and compliance with laws
10. Confidentiality: Protection of confidential information and trade secrets
11. Limitation of Liability: Limitations on liability and exclusions of certain types of damages
12. Term and Termination: Duration of agreement and circumstances for termination
13. Post-Termination Obligations: Obligations of parties after agreement ends
14. General Provisions: Standard clauses including governing law, dispute resolution, and entire agreement
1. Source Code Escrow: Terms for source code escrow arrangement, recommended when licensee requires access to source code for business continuity
2. Data Protection: Specific provisions for handling personal data, required if software processes personal information
3. Export Controls: Compliance with export regulations, needed if software may be accessed across borders
4. Training: Terms for training services, included if licensor provides training to licensee's staff
5. Service Level Agreement: Detailed performance metrics and service levels, needed for business-critical software
6. Customization Rights: Terms governing licensee's rights to modify or customize the software
7. Sub-licensing Rights: Terms allowing licensee to sub-license the software, if permitted
8. Insurance: Insurance requirements, recommended for high-value or high-risk implementations
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the licensed software
2. Schedule 2 - License Fees: Detailed breakdown of all fees, payment schedules, and calculation methods
3. Schedule 3 - Technical Requirements: Hardware, software, and network requirements for proper operation
4. Schedule 4 - Support and Maintenance Services: Detailed description of support services, response times, and maintenance terms
5. Schedule 5 - Service Level Agreement: Detailed performance metrics, availability requirements, and remedies
6. Appendix A - Acceptance Testing Procedures: Procedures and criteria for accepting the software implementation
7. Appendix B - Security Requirements: Security standards and protocols to be maintained
Relevant legal definitions
Agreement
Acceptance Tests
Affiliate
Background IP
Business Day
Commencement Date
Confidential Information
Copyright
Documentation
Effective Date
Exclusive Territory
Force Majeure
Intellectual Property Rights
License Fee
Licensed Software
Maintenance Services
Object Code
Platform
Proprietary Information
Renewal Term
Source Code
Software Updates
Software Upgrades
Specifications
Support Services
System Requirements
Technical Standards
Term
Third Party Software
User
User Manual
Warranty Period
Working Hours
Acceptance Tests
Affiliate
Background IP
Business Day
Commencement Date
Confidential Information
Copyright
Documentation
Effective Date
Exclusive Territory
Force Majeure
Intellectual Property Rights
License Fee
Licensed Software
Maintenance Services
Object Code
Platform
Proprietary Information
Renewal Term
Source Code
Software Updates
Software Upgrades
Specifications
Support Services
System Requirements
Technical Standards
Term
Third Party Software
User
User Manual
Warranty Period
Working Hours
Clauses
Definitions
License Grant
Exclusivity
Intellectual Property Rights
Payment Terms
Delivery
Implementation
Technical Requirements
Acceptance Testing
Maintenance and Support
Software Updates
Documentation
Warranties
Representations
Confidentiality
Data Protection
Security Requirements
Performance Standards
Quality Assurance
Audit Rights
Compliance
Insurance
Liability
Indemnification
Force Majeure
Term
Termination
Assignment
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Waiver
Amendment
Counterparts
License Grant
Exclusivity
Intellectual Property Rights
Payment Terms
Delivery
Implementation
Technical Requirements
Acceptance Testing
Maintenance and Support
Software Updates
Documentation
Warranties
Representations
Confidentiality
Data Protection
Security Requirements
Performance Standards
Quality Assurance
Audit Rights
Compliance
Insurance
Liability
Indemnification
Force Majeure
Term
Termination
Assignment
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Waiver
Amendment
Counterparts
Relevant Industries
Information Technology
Software Development
Financial Services
Healthcare
E-commerce
Manufacturing
Telecommunications
Education
Professional Services
Gaming and Entertainment
Retail
Logistics
Banking
Relevant Teams
Legal
Information Technology
Software Development
Procurement
Commercial
Compliance
Intellectual Property
Business Development
Operations
Risk Management
Finance
Technical Operations
Relevant Roles
Chief Technology Officer
Legal Counsel
Software Licensing Manager
Head of Legal
IT Director
Commercial Director
Intellectual Property Manager
Software Development Manager
Business Development Director
Procurement Manager
Contract Manager
Chief Information Officer
Technology Compliance Officer
Software Asset Manager
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