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Master Software License Agreement
"I need a Master Software License Agreement for a healthcare software solution that will be deployed across multiple hospitals in the Philippines, with strict data privacy requirements and specific provisions for handling patient data, targeting implementation by March 2025."
1. Parties: Identification of the licensor and licensee, including complete legal names and addresses
2. Background: Context of the agreement, nature of the software, and general purpose of the licensing relationship
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Software, Documentation, Intellectual Property Rights, etc.
4. License Grant: Scope of the license, including type (non-exclusive/exclusive), territory, and permitted uses
5. License Restrictions: Specific prohibitions and limitations on the use of the software
6. Delivery and Implementation: Terms regarding software delivery, installation, and acceptance testing
7. Fees and Payment: License fees, payment terms, taxes, and related financial obligations
8. Intellectual Property Rights: Ownership of IP, protection measures, and handling of improvements or modifications
9. Confidentiality: Protection of confidential information and trade secrets
10. Data Protection and Privacy: Compliance with Philippine Data Privacy Act and related obligations
11. Warranties and Representations: Standard warranties regarding software functionality, IP rights, and compliance with laws
12. Limitation of Liability: Limitations on liability and exclusions of certain types of damages
13. Term and Termination: Duration of agreement, renewal terms, and termination rights
14. Post-Termination Obligations: Obligations of parties after agreement termination
15. General Provisions: Standard boilerplate including governing law, dispute resolution, and notice requirements
1. Professional Services: Include when the agreement covers implementation, training, or consulting services
2. Service Levels: Include when specific performance metrics and support levels are required
3. Source Code Escrow: Include when source code escrow arrangements are needed for business continuity
4. Disaster Recovery: Include when specific disaster recovery and business continuity provisions are required
5. Third-Party Software: Include when third-party software components are part of the licensed software
6. Export Controls: Include when software may be subject to international export restrictions
7. Insurance Requirements: Include when specific insurance coverage is required from either party
8. Audit Rights: Include when licensor requires rights to audit licensee's use of software
1. Schedule A - Licensed Software: Detailed description of licensed software components and specifications
2. Schedule B - License Fees: Detailed breakdown of license fees, payment schedules, and pricing terms
3. Schedule C - Service Levels: Detailed service level agreements and support requirements
4. Schedule D - Technical Requirements: System requirements and technical specifications for software operation
5. Schedule E - Implementation Plan: Timeline and milestones for software implementation
6. Appendix 1 - Authorized Users: Definition and limitations of authorized software users
7. Appendix 2 - Data Processing Terms: Specific terms for compliance with data privacy requirements
8. Appendix 3 - Support and Maintenance Terms: Detailed terms for ongoing support and maintenance services
Authors
Agreement
Authorized Users
Business Day
Confidential Information
Configuration
Customization
Data Controller
Data Processor
Data Protection Laws
Data Subject
Documentation
Effective Date
Error
Fees
Force Majeure Event
Intellectual Property Rights
License Term
Licensed Software
Maintenance Services
Malicious Code
Order Form
Personal Information
Professional Services
Security Breach
Service Levels
Software Updates
Software Upgrades
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third-Party Software
User Documentation
Virus
Work Product
Usage Rights
Restrictions
Intellectual Property
Payment
Service Levels
Support and Maintenance
Warranties
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Term and Termination
Force Majeure
Assignment
Audit Rights
Compliance with Laws
Dispute Resolution
Governing Law
Notice
Amendment
Entire Agreement
Severability
Waiver
Counterparts
Implementation
Training
Documentation
Security
Disaster Recovery
Export Control
Insurance
Performance
Acceptance Testing
Source Code Escrow
Third Party Rights
Non-Solicitation
Information Technology
Financial Services
Healthcare
Manufacturing
Retail
Telecommunications
Education
Government
Professional Services
E-commerce
Insurance
Banking
Logistics
Real Estate
Legal
Information Technology
Procurement
Compliance
Finance
Information Security
Risk Management
Vendor Management
Operations
Software Asset Management
Chief Technology Officer
Chief Information Officer
IT Director
Legal Counsel
Procurement Manager
Software License Manager
Compliance Officer
Information Security Officer
Chief Financial Officer
Contract Manager
Technology Risk Manager
Software Asset Manager
IT Operations Manager
Enterprise Architect
Vendor Management Director
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