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On Premise Software License

On Premise Software License Template for Philippines

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Key Requirements PROMPT example:

On Premise Software License

"I need an On Premise Software License Agreement for enterprise accounting software that will be deployed across our bank's Philippine branches, with strict data privacy provisions and source code escrow arrangements for business continuity."

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Document background
This On Premise Software License Agreement template is designed for use in the Philippine market where software providers need to license their software products for installation and use on customers' local infrastructure. The document incorporates requirements from Philippine legislation, including the Intellectual Property Code (RA 8293), Data Privacy Act (RA 10173), and E-commerce Act (RA 8792). It's particularly suitable for business-to-business transactions where the software needs to be installed and maintained within the customer's IT environment, rather than being accessed as a cloud service. The agreement covers essential aspects such as license scope, usage restrictions, maintenance terms, warranties, and compliance requirements, while ensuring alignment with Philippine regulatory requirements and business practices.
Suggested Sections

1. Parties: Identification of the licensor and licensee, including their legal names, addresses, and registration details

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

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

4. Grant of License: Scope of the license, permitted uses, and restrictions on use of the software

5. License Fee and Payment Terms: Details of license fees, payment schedule, and payment methods

6. Delivery and Installation: Terms regarding software delivery, installation requirements, and acceptance criteria

7. Intellectual Property Rights: Assertion of ownership rights, protection of IP, and handling of third-party claims

8. Confidentiality: Protection of confidential information and trade secrets

9. Warranties and Representations: Software performance warranties, compliance with laws, and standard representations

10. Limitation of Liability: Caps on liability and exclusions of certain types of damages

11. Term and Termination: Duration of the license, renewal terms, and termination rights

12. Post-Termination Obligations: Actions required upon termination, including software removal and data return

13. General Provisions: Standard boilerplate clauses including governing law, dispute resolution, and notices

Optional Sections

1. Data Privacy and Protection: Required when the software processes personal data, ensuring compliance with the Data Privacy Act

2. Service Level Agreement: Optional section for defining performance metrics and support levels when maintenance is included

3. Training and Support: Include when the license includes training or technical support services

4. Disaster Recovery: Required for critical business applications, detailing backup and recovery procedures

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

6. Export Controls: Required when the software may be subject to international trade restrictions

7. Source Code Escrow: Optional protection mechanism for business-critical applications

8. Audit Rights: Include when licensor requires rights to audit licensee's use of the software

Suggested Schedules

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

2. Schedule B - License Fees: Detailed breakdown of license fees, payment schedules, and pricing terms

3. Schedule C - Technical Requirements: Minimum system requirements and technical specifications for software operation

4. Schedule D - Support Services: Details of any included maintenance and support services

5. Schedule E - Service Levels: Performance metrics and service level commitments if applicable

6. Appendix 1 - Authorized Users: Definition and list of authorized users or user categories

7. Appendix 2 - Permitted Locations: Approved installation locations and geographic restrictions

8. Appendix 3 - Security Requirements: Security standards and requirements for software operation

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
Affiliate
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Error
Fees
Force Majeure Event
Intellectual Property Rights
License Key
License Term
Licensed Software
Maintenance Services
Normal Business Hours
Permitted Purpose
Personal Data
Security Requirements
Software Updates
Source Code
Specifications
Support Services
System Requirements
Technical Requirements
Term
Territory
Third-Party Software
Updates
Upgrades
User Documentation
Virus
Warranty Period
Work Product
Working Hours
Clauses
License Grant
Intellectual Property
Payment Terms
Delivery and Installation
Technical Requirements
Use Restrictions
Confidentiality
Data Protection
Warranties
Support and Maintenance
Term and Termination
Liability Limitation
Force Majeure
Dispute Resolution
Governing Law
Assignment
Audit Rights
Compliance with Laws
Security Requirements
Software Updates
Training and Support
Acceptance Testing
Notice Requirements
Insurance
Indemnification
Export Control
Disaster Recovery
Business Continuity
Amendment
Severability
Relevant Industries

Information Technology

Banking and Finance

Healthcare

Manufacturing

Retail

Education

Government

Telecommunications

Professional Services

E-commerce

Insurance

Real Estate

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Information Security

Risk Management

Vendor Management

Contract Administration

Infrastructure

Enterprise Architecture

Relevant Roles

Chief Technology Officer

IT Director

Legal Counsel

Procurement Manager

Software License Manager

Compliance Officer

Information Security Officer

Contract Administrator

IT Infrastructure Manager

Enterprise Architect

Risk Manager

Chief Information Officer

Software Asset Manager

Vendor Management Specialist

Industries
Intellectual Property Code of the Philippines (Republic Act No. 8293): Provides the framework for protecting software as intellectual property, including copyright protection, licensing rights, and enforcement mechanisms
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, processing, and storage of personal information, which is relevant if the software processes user data
Electronic Commerce Act of 2000 (Republic Act No. 8792): Governs electronic transactions and provides legal recognition to electronic documents and signatures in software licensing agreements
Consumer Act of the Philippines (Republic Act No. 7394): Protects consumer rights and interests, including warranties, product quality, and fair business practices in software licensing
Civil Code of the Philippines (Republic Act No. 386): Provides the basic framework for contracts, obligations, and commercial relationships under Philippine law
National Internal Revenue Code: Governs taxation aspects of software licensing, including VAT and other applicable taxes
Cybercrime Prevention Act of 2012 (Republic Act No. 10175): Relevant for provisions regarding unauthorized access, modification, or interference with computer systems and data
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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