Third Party Software License Agreement Template for Malaysia

A comprehensive legal agreement governed by Malaysian law that establishes the terms and conditions under which a third-party software vendor licenses their software products to users or organizations. This agreement covers essential aspects including license scope, usage rights, intellectual property protection, warranties, liability limitations, and compliance with Malaysian regulations including the Copyright Act 1987 and Personal Data Protection Act 2010. It defines the relationship between the software provider and licensee, establishing clear parameters for software usage, maintenance, support, and dispute resolution within the Malaysian legal framework.

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What is a Third Party Software License Agreement?

The Third Party Software License Agreement is essential for organizations operating in Malaysia that wish to legally license software from third-party vendors. This agreement is crucial when a business needs to use commercial software products and requires formal authorization from the software owner. It provides comprehensive coverage of licensing terms, usage rights, restrictions, intellectual property protection, and compliance with Malaysian legislation including the Copyright Act 1987, Personal Data Protection Act 2010, and Electronic Commerce Act 2006. The agreement is particularly important in the Malaysian context where software piracy concerns and data protection requirements necessitate clear licensing terms and conditions. It should be used whenever an organization plans to implement third-party software solutions in their operations, whether for internal use or customer-facing applications.

What sections should be included in a Third Party Software License Agreement?

1. Parties: Identification of the licensor and licensee with full legal names and registered addresses

2. Background: Context of the agreement, brief description of the software, and purpose of the license

3. Definitions: Definitions of key terms used throughout the agreement

4. Grant of License: Scope and nature of the license, including usage rights, restrictions, and territory

5. License Fees and Payment: Payment terms, fee structure, and payment schedule

6. Intellectual Property Rights: Ownership of IP rights, protection measures, and infringement procedures

7. Confidentiality: Protection of confidential information and trade secrets

8. Warranties and Representations: Warranties regarding software functionality, performance, and compliance

9. Limitation of Liability: Limitations on liability and exclusions of certain types of damages

10. Term and Termination: Duration of the agreement, renewal terms, and termination conditions

11. Post-Termination Obligations: Obligations of parties after agreement termination

12. General Provisions: Standard legal provisions including governing law, notices, and assignment

What sections are optional to include in a Third Party Software License Agreement?

1. Software Maintenance and Support: Terms for ongoing maintenance, updates, and technical support - include if maintenance services are part of the agreement

2. Data Protection and Privacy: Compliance with PDPA 2010 and data handling procedures - include if personal data is processed

3. Service Level Agreement: Performance metrics and service levels - include if specific performance guarantees are required

4. Third Party Components: Terms relating to third-party software components - include if the software incorporates third-party elements

5. Export Control: Export compliance requirements - include if international usage is contemplated

6. Source Code Escrow: Terms for source code escrow arrangements - include if source code access might be needed

7. Training and Implementation: Terms for user training and implementation services - include if these services are provided

8. Audit Rights: Rights to audit usage and compliance - include for high-value or high-risk licenses

What schedules should be included in a Third Party Software License Agreement?

1. Schedule 1 - Software Description: Detailed description of the licensed software, including versions and components

2. Schedule 2 - Technical Requirements: Minimum system requirements and technical specifications

3. Schedule 3 - License Fees: Detailed breakdown of license fees and payment structure

4. Schedule 4 - Support Services: Detailed description of support and maintenance services

5. Appendix A - Acceptable Use Policy: Detailed terms of acceptable use and restrictions

6. Appendix B - Service Level Agreement: Detailed service levels and performance metrics

7. Appendix C - Data Processing Agreement: Detailed terms for handling personal data if applicable

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

Jurisdiction

Malaysia

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use

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