Software Sales Contract for Malaysia

Software Sales Contract Template for Malaysia

A comprehensive legal agreement governed by Malaysian law that establishes the terms and conditions for the sale and licensing of software products. This contract addresses key aspects including license grants, intellectual property rights, warranties, liability limitations, and compliance with Malaysian regulations such as the Electronic Commerce Act 2006 and Personal Data Protection Act 2010. It details the rights and obligations of both the software vendor and purchaser, including delivery terms, acceptance testing procedures, payment conditions, and support services, while ensuring adherence to Malaysian contract law principles and electronic transaction requirements.

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What is a Software Sales Contract?

The Software Sales Contract serves as a vital legal instrument for technology transactions in Malaysia, providing a structured framework for software vendors and purchasers to formalize their commercial relationship. This document is essential when organizations seek to purchase software solutions, whether off-the-shelf or customized, and need to establish clear terms regarding ownership, usage rights, warranties, and support services. The contract ensures compliance with Malaysian legislation, including the Contracts Act 1950, Electronic Commerce Act 2006, and Personal Data Protection Act 2010, while addressing specific requirements of software transactions such as licensing terms, implementation procedures, and acceptance testing. It's particularly relevant in today's digital economy where software acquisitions form a crucial part of business operations and digital transformation initiatives.

What sections should be included in a Software Sales Contract?

1. Parties: Identifies and provides full details of the parties entering into the agreement, including registration numbers for companies

2. Background: Sets out the context of the agreement and brief description of the software being sold

3. Definitions: Defines key terms used throughout the agreement, including technical terms specific to the software

4. Software License Grant: Specifies the type, scope, and limitations of the software license being granted

5. Delivery and Installation: Details the method and timing of software delivery and installation requirements

6. Payment Terms: Specifies the price, payment schedule, and payment methods

7. Acceptance Testing: Outlines the acceptance testing procedure and criteria for software approval

8. Warranties and Representations: Details warranties provided for the software and representations made by both parties

9. Intellectual Property Rights: Clarifies ownership of IP rights and any restrictions on use

10. Confidentiality: Defines confidential information and obligations regarding its protection

11. Term and Termination: Specifies the duration of the agreement and circumstances for termination

12. Limitation of Liability: Sets out the extent and limitations of each party's liability

13. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and jurisdiction for disputes

14. General Provisions: Includes standard boilerplate clauses such as force majeure, notices, and assignment

What sections are optional to include in a Software Sales Contract?

1. Source Code Escrow: Optional section for situations where source code needs to be held in escrow for business continuity

2. Training Services: Include when the agreement includes training provision for the customer's staff

3. Data Protection: Required when the software processes personal data, ensuring compliance with PDPA 2010

4. Maintenance and Support: Include if ongoing maintenance and support services are part of the agreement

5. Third-Party Software: Required when the software incorporates third-party components or dependencies

6. Export Control: Include for software subject to export control regulations

7. Service Level Agreement: Optional for software that requires specific performance levels or uptime guarantees

8. Change Control: Include for contracts where software modifications or customizations are anticipated

What schedules should be included in a Software Sales Contract?

1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software

2. Schedule 2 - License Terms: Detailed terms of the software license including usage restrictions

3. Schedule 3 - Pricing and Payment Schedule: Detailed breakdown of prices, payment milestones, and payment terms

4. Schedule 4 - Service Level Agreement: Technical performance metrics, response times, and service standards

5. Schedule 5 - Support and Maintenance Services: Details of support services, maintenance procedures, and response times

6. Schedule 6 - Acceptance Testing Procedures: Detailed testing protocols and acceptance criteria

7. Appendix A - Technical Requirements: Customer's technical environment and implementation requirements

8. Appendix B - Contact Details: Key contacts for both parties for various aspects of the agreement

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

Jurisdiction

Malaysia

Publisher

Genie AI

Document Type

Sale Agreement

Cost

Free to use
Relevant legal definitions
Relevant Industries

Information Technology

Financial Services

Healthcare

Education

Manufacturing

Retail

Telecommunications

Professional Services

Government

E-commerce

Banking

Insurance

Logistics

Construction

Energy

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Sales

Business Development

Project Management

Software Development

Vendor Management

Commercial Operations

Risk Management

Finance

Technical Operations

Product Management

Relevant Roles

Chief Technology Officer

IT Director

Procurement Manager

Legal Counsel

Software Development Manager

Sales Director

Contract Manager

Chief Information Officer

Compliance Officer

Commercial Director

Business Development Manager

IT Project Manager

Software License Manager

Vendor Management Officer

Technology Acquisition Specialist

Industries
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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