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Enterprise Software License Template for Philippines

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Key Requirements PROMPT example:

Enterprise Software License

"I need an Enterprise Software License Agreement for cloud-based ERP software to be deployed across our manufacturing facilities in the Philippines, with implementation starting March 2025 and including strict data privacy provisions for handling employee and production data."

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Document background
This Enterprise Software License Agreement template is designed to facilitate commercial software licensing transactions in the Philippines between software providers and enterprise customers. It is particularly suitable for medium to large-scale software deployments where comprehensive terms are required to govern the relationship between the parties. The document addresses key aspects of software licensing including usage rights, territorial restrictions, maintenance and support obligations, and data protection requirements. It incorporates compliance measures for Philippine regulations including the Electronic Commerce Act (RA 8792), Data Privacy Act (RA 10173), and Intellectual Property Code (RA 8293). The agreement is structured to accommodate both traditional on-premise software deployments and modern cloud-based solutions, making it adaptable to various enterprise software licensing scenarios while maintaining legal compliance with Philippine law.
Suggested Sections

1. Parties: Identification of the licensor and licensee, including registered addresses and company details

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

3. Definitions: Detailed definitions of technical terms, software components, and key concepts used throughout the agreement

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

5. Term and Termination: Duration of the license, renewal terms, and circumstances for termination

6. Fees and Payment: License fees, payment terms, invoicing, and late payment consequences

7. Delivery and Implementation: Software delivery method, installation requirements, and implementation timeline

8. Maintenance and Support: Support services, maintenance terms, service levels, and response times

9. Intellectual Property Rights: ownership of IP, protection measures, and infringement procedures

10. Warranties and Representations: Software performance warranties, compliance with laws, and standard commercial warranties

11. Liability and Indemnification: Limitation of liability, indemnification obligations, and risk allocation

12. Confidentiality: Protection of confidential information, data security, and non-disclosure obligations

13. Data Privacy and Protection: Compliance with Philippine Data Privacy Act and data handling requirements

14. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement

Optional Sections

1. Source Code Escrow: Terms for source code escrow arrangement, used when critical software requires backup access

2. Professional Services: Additional services beyond standard support, included when custom development or consulting is needed

3. Disaster Recovery: Backup and recovery procedures, included for business-critical applications

4. Export Controls: Export compliance terms, needed when software may be accessed across borders

5. Third-Party Software: Terms relating to incorporated third-party components, used when relevant

6. Hardware Requirements: Specific hardware specifications, included when software has specific infrastructure needs

7. Training: Training and knowledge transfer provisions, included for complex software systems

8. Audit Rights: Software usage audit terms, included for complex licensing metrics

Suggested Schedules

1. Schedule 1 - Software Description: Detailed description of licensed software, modules, and functionality

2. Schedule 2 - Service Level Agreement: Detailed support levels, response times, and performance metrics

3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees, payment schedules, and pricing terms

4. Schedule 4 - Technical Requirements: Software technical specifications and system requirements

5. Schedule 5 - Implementation Plan: Deployment timeline, milestones, and acceptance criteria

6. Schedule 6 - Support Services: Detailed description of maintenance and support services

7. Appendix A - Authorized Users: Definition and limitations of authorized user categories

8. Appendix B - Data Processing Terms: Detailed data handling and privacy compliance requirements

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acceptance Criteria
Affiliated Company
Authorized Users
Business Day
Confidential Information
Configuration
Customer Data
Documentation
Effective Date
Emergency Maintenance
Enterprise
Fees
Force Majeure Event
Implementation Services
Initial Term
Intellectual Property Rights
License Metrics
Licensed Software
Maintenance Services
Major Release
Minor Release
Modified Code
Normal Business Hours
On-Premise Software
Personal Data
Professional Services
Renewal Term
SaaS Services
Schedule
Security Breach
Service Credits
Service Levels
Software Updates
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third-Party Software
User Acceptance Testing
Virus
Work Product
Clauses
License Grant
Usage Rights
License Restrictions
Term and Duration
Termination
Payment Terms
Delivery and Acceptance
Implementation
Maintenance and Support
Service Levels
Software Updates
User Access
Intellectual Property
Data Protection
Data Security
Confidentiality
Warranties
Indemnification
Limitation of Liability
Force Majeure
Audit Rights
Assignment
Regulatory Compliance
Export Control
Dispute Resolution
Governing Law
Training and Documentation
Performance Standards
Business Continuity
Change Management
Notice Requirements
Insurance
Anti-Corruption
Subcontracting
Non-Solicitation
Entire Agreement
Relevant Industries

Information Technology

Banking and Finance

Healthcare

Manufacturing

Retail

Telecommunications

Government and Public Sector

Education

Professional Services

Insurance

Energy and Utilities

Transportation and Logistics

Relevant Teams

Legal

Information Technology

Procurement

Finance

Risk and Compliance

Information Security

Operations

Digital Transformation

Vendor Management

Enterprise Architecture

Relevant Roles

Chief Information Officer

Chief Technology Officer

IT Director

Legal Counsel

Procurement Manager

Software Licensing Manager

IT Security Manager

Data Protection Officer

Contract Administrator

Enterprise Architect

Chief Financial Officer

Risk and Compliance Manager

IT Operations Manager

Digital Transformation Director

Vendor Management Officer

Industries
Intellectual Property Code of the Philippines (Republic Act No. 8293): Governs copyright protection of software, licensing rights, and intellectual property ownership. Essential for defining the scope of software license and protecting the rights of the software owner.
Electronic Commerce Act of 2000 (Republic Act No. 8792): Provides legal framework for electronic transactions and recognition of electronic documents. Relevant for software licensing agreements executed electronically.
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, processing, and storage of personal data. Important for software that processes user data and ensuring compliance with data protection requirements.
Consumer Act of the Philippines (Republic Act No. 7394): Protects consumer rights and interests, including warranties and quality standards. Applicable to software quality assurance and consumer protection provisions.
Civil Code of the Philippines (Republic Act No. 386): Provides general principles of contract law, obligations, and remedies. Forms the basic legal framework for the license agreement as a contract.
Philippine Competition Act (Republic Act No. 10667): Regulates anti-competitive behavior and unfair business practices. Relevant for licensing terms that might affect market competition.
Guidelines on Multi-Level Marketing (Department Administrative Order No. 21): If the software includes distribution or reselling rights, these guidelines may be relevant for structuring the distribution model.
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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