This MSA Software Agreement template is designed for use in the Philippine jurisdiction when establishing a long-term software services relationship between a provider and customer. It serves as the foundational agreement governing software licensing, implementation, maintenance, and support services, incorporating specific provisions required by Philippine law, including data privacy, electronic commerce, and intellectual property protection requirements. The agreement is particularly relevant when deploying enterprise software solutions that require ongoing services and support, providing a comprehensive framework that can be supplemented with specific service orders or statements of work. It includes provisions that address local regulatory requirements while maintaining international best practices for software licensing and services delivery.
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Key Requirements PROMPT example:
MSA Software Agreement
"I need an MSA Software Agreement under Philippine law for a cloud-based ERP system that we'll be providing to banking sector clients, with strong data protection clauses and specific uptime guarantees of 99.9%, planned to be effective from March 1, 2025."
1. Parties: Identification of the contracting parties including registered addresses and company details
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Detailed definitions of terms used throughout the agreement
4. License Grant: Scope, terms, and limitations of the software license
5. Services: Description of services to be provided, including implementation, maintenance, and support
6. Fees and Payment: Payment terms, fee structure, and invoicing procedures
7. Intellectual Property Rights: IP ownership, protection, and usage rights
8. Confidentiality: Protection and handling of confidential information
9. Data Protection and Privacy: Compliance with Philippine Data Privacy Act and data handling procedures
10. Service Levels: Performance standards, availability requirements, and service metrics
11. Term and Termination: Duration of agreement, renewal terms, and termination conditions
12. Warranties and Disclaimers: Software and service warranties, limitations, and disclaimers
13. Limitation of Liability: Liability caps and exclusions
14. Indemnification: Mutual indemnification obligations
15. Force Majeure: Provisions for unforeseen circumstances and force majeure events
16. General Provisions: Standard legal provisions including governing law, notices, and assignment
1. Professional Services: Detailed terms for additional professional services like customization or consulting, used when professional services are part of the agreement
2. Security Requirements: Specific security protocols and compliance requirements, included for sensitive implementations or regulated industries
3. Disaster Recovery: Disaster recovery and business continuity provisions, important for critical software systems
4. Source Code Escrow: Terms for source code escrow arrangements, used when source code access might be needed in specific circumstances
5. Training: Terms related to user training and knowledge transfer, included when training services are part of the agreement
6. Audit Rights: Provisions for auditing usage and compliance, important for licensed software with usage restrictions
7. Geographic Restrictions: Terms regarding territorial limitations and export controls, needed for international deployments
8. Change Control: Procedures for managing changes to services or software, important for long-term agreements
1. Software Description: Detailed description of the software, including modules, features, and technical specifications
2. Service Level Agreement: Detailed service levels, metrics, and remedies for non-compliance
3. Fee Schedule: Detailed pricing, payment terms, and fee calculations
4. Support Services: Details of support services, including response times and escalation procedures
5. Technical Requirements: Hardware, software, and network requirements for the software
6. Data Processing Agreement: Detailed terms for processing personal data in compliance with privacy laws
7. Implementation Plan: Project plan and milestones for software implementation
8. Acceptable Use Policy: Guidelines and restrictions for software usage
Authors
Relevant legal definitions
Acceptance Criteria
Affiliate
Authorized Users
Business Day
Confidential Information
Configuration
Customer Data
Customer Materials
Data Protection Laws
Defect
Deliverables
Documentation
Effective Date
Emergency Maintenance
Fees
Force Majeure Event
Good Industry Practice
Implementation Services
Intellectual Property Rights
License Term
Maintenance Release
Major Release
Malicious Code
Normal Business Hours
Open-Source Software
Personal Data
Professional Services
Project Plan
Scheduled Maintenance
Security Requirements
Service Credits
Service Levels
Services
Software
Source Code
Specifications
Statement of Work
Support Services
System Requirements
Term
Third-Party Software
Updates
Upgrades
User Acceptance Testing
Virus
Work Product
Affiliate
Authorized Users
Business Day
Confidential Information
Configuration
Customer Data
Customer Materials
Data Protection Laws
Defect
Deliverables
Documentation
Effective Date
Emergency Maintenance
Fees
Force Majeure Event
Good Industry Practice
Implementation Services
Intellectual Property Rights
License Term
Maintenance Release
Major Release
Malicious Code
Normal Business Hours
Open-Source Software
Personal Data
Professional Services
Project Plan
Scheduled Maintenance
Security Requirements
Service Credits
Service Levels
Services
Software
Source Code
Specifications
Statement of Work
Support Services
System Requirements
Term
Third-Party Software
Updates
Upgrades
User Acceptance Testing
Virus
Work Product
Clauses
License Grant
Intellectual Property
Services Provision
Service Levels
Fees and Payment
Confidentiality
Data Protection
Security
Warranties
Limitation of Liability
Indemnification
Term and Termination
Force Majeure
Assignment
Dispute Resolution
Governing Law
Notices
Audit Rights
Acceptance Testing
Implementation
Software Maintenance
Support Services
Change Management
Business Continuity
Compliance
Insurance
Personnel
Subcontracting
Export Control
Anti-Corruption
Entire Agreement
Amendment
Severability
Waiver
Third Party Rights
Counterparts
Survival
Intellectual Property
Services Provision
Service Levels
Fees and Payment
Confidentiality
Data Protection
Security
Warranties
Limitation of Liability
Indemnification
Term and Termination
Force Majeure
Assignment
Dispute Resolution
Governing Law
Notices
Audit Rights
Acceptance Testing
Implementation
Software Maintenance
Support Services
Change Management
Business Continuity
Compliance
Insurance
Personnel
Subcontracting
Export Control
Anti-Corruption
Entire Agreement
Amendment
Severability
Waiver
Third Party Rights
Counterparts
Survival
Relevant Industries
Technology
Banking and Financial Services
Healthcare
Retail
Manufacturing
Education
Government
Telecommunications
Insurance
E-commerce
Business Process Outsourcing
Professional Services
Relevant Teams
Legal
Information Technology
Procurement
Information Security
Risk and Compliance
Operations
Software Development
Vendor Management
Data Protection
Enterprise Architecture
Commercial
Relevant Roles
Chief Technology Officer
Legal Counsel
IT Director
Procurement Manager
Contract Manager
Software Development Manager
Information Security Officer
Chief Information Officer
Data Protection Officer
Vendor Management Lead
Enterprise Architect
Operations Manager
Commercial Director
Risk Management Officer
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