The Proprietary Software License Agreement is essential for any business engaged in software distribution or acquisition in Malaysia. This document is used when a software owner (licensor) grants specific usage rights to another party (licensee) while retaining ownership of the intellectual property. It encompasses critical terms including license scope, permitted uses, restrictions, fees, support services, and compliance with Malaysian regulations. The agreement is particularly important in the Malaysian context as it must comply with local intellectual property laws, the Personal Data Protection Act 2010, and the Electronic Commerce Act 2006. It provides legal protection for both parties while establishing clear parameters for software usage and maintenance.
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1. Parties: Identification of the licensor and licensee, including full legal names and registered addresses
2. Background: Context of the agreement, 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: Scope and nature of the license, including type (e.g., perpetual/term-based), territory, and any usage limitations
5. License Fees and Payment: Financial terms, payment schedule, and consequences of non-payment
6. Intellectual Property Rights: Assertion of ownership rights, protection of IP, and handling of derivative works
7. Confidentiality: Protection of confidential information exchanged during the license relationship
8. Warranties and Representations: Software performance guarantees, compliance with laws, and ownership warranties
9. Limitation of Liability: Caps on liability and exclusions of certain types of damages
10. Term and Termination: Duration of the agreement, renewal terms, and termination rights
11. Post-Termination Obligations: Actions required upon termination, including software removal and return of materials
12. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment rights
1. Professional Services: Include when implementation, configuration, or training services are part of the arrangement
2. Service Levels: Include when specific performance metrics and service levels are guaranteed
3. Maintenance and Support: Include when ongoing maintenance and technical support services are provided
4. Data Protection: Include when the software processes personal data or when data protection laws apply
5. Source Code Escrow: Include when source code escrow arrangements are required for business continuity
6. Export Controls: Include when the software is subject to export control regulations
7. Audit Rights: Include when the licensor requires rights to audit licensee's use of the software
8. Disaster Recovery: Include when business continuity and disaster recovery provisions are necessary
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the licensed software
2. Schedule 2 - License Fees: Detailed breakdown of license fees, payment terms, and pricing structure
3. Schedule 3 - Service Level Agreement: Detailed service levels, performance metrics, and related penalties/credits
4. Schedule 4 - Support Services: Description of support services, response times, and escalation procedures
5. Schedule 5 - Acceptable Use Policy: Rules and restrictions regarding the use of the software
6. Appendix A - Installation Requirements: Technical requirements for software installation and operation
7. Appendix B - Authorized Users: Definition and limitations of authorized users and access rights
Relevant legal definitions
Acceptance Tests
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Error
Fees
Initial Term
Intellectual Property Rights
License
Licensed Software
Maintenance Services
Modifications
Operating Environment
Personal Data
Professional Services
Renewal Term
Service Levels
Software Specification
Source Code
Support Services
System Requirements
Territory
Third Party Software
Updates
Upgrades
User Manual
Virus
Warranty Period
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Error
Fees
Initial Term
Intellectual Property Rights
License
Licensed Software
Maintenance Services
Modifications
Operating Environment
Personal Data
Professional Services
Renewal Term
Service Levels
Software Specification
Source Code
Support Services
System Requirements
Territory
Third Party Software
Updates
Upgrades
User Manual
Virus
Warranty Period
Clauses
Grant of License
License Restrictions
Intellectual Property Rights
Delivery and Installation
Acceptance Testing
License Fees
Payment Terms
Warranties
Support and Maintenance
Service Levels
Confidentiality
Data Protection
Audit Rights
Liability Limitation
Indemnification
Force Majeure
Term and Termination
Assignment
Dispute Resolution
Governing Law
Third Party Rights
Export Control
Anti-Corruption
Notices
Entire Agreement
Severability
Variation
Waiver
License Restrictions
Intellectual Property Rights
Delivery and Installation
Acceptance Testing
License Fees
Payment Terms
Warranties
Support and Maintenance
Service Levels
Confidentiality
Data Protection
Audit Rights
Liability Limitation
Indemnification
Force Majeure
Term and Termination
Assignment
Dispute Resolution
Governing Law
Third Party Rights
Export Control
Anti-Corruption
Notices
Entire Agreement
Severability
Variation
Waiver
Relevant Industries
Technology
Financial Services
Healthcare
Manufacturing
Retail
Education
Telecommunications
Professional Services
Government
E-commerce
Relevant Teams
Legal
Information Technology
Procurement
Compliance
Software Development
Information Security
Commercial
Risk Management
Vendor Management
Business Development
Relevant Roles
Chief Technology Officer
Legal Counsel
IT Director
Software Development Manager
Procurement Manager
Compliance Officer
Contract Manager
Information Security Officer
Business Development Manager
Software Licensing Manager
Risk Manager
Commercial Director
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