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1. Parties: Identification of the licensor and licensee, including complete legal names, addresses, and registration details
2. Background: Context of the agreement, brief description of the software, and purpose of the license
3. Definitions: Key terms used throughout the agreement, including technical terms, 'Software', 'Documentation', 'Intellectual Property Rights', etc.
4. License Grant: Scope of the license, permitted uses, and express restrictions on use of the software
5. Delivery and Installation: Terms regarding software delivery, installation requirements, and acceptance criteria
6. License Fees: Payment terms, fee structure, and applicable taxes
7. Intellectual Property Rights: Ownership of IP rights, protection measures, and infringement procedures
8. Confidentiality: Protection of confidential information, including software code and business information
9. Warranties and Representations: Software performance warranties, compliance with laws, and disclaimer of warranties
10. Support and Maintenance: Terms for technical support, updates, and maintenance services
11. Term and Termination: Duration of the agreement, renewal terms, and termination rights
12. Data Protection: Compliance with Philippine Data Privacy Act and data handling requirements
13. Limitation of Liability: Caps on liability and exclusions of certain types of damages
14. General Provisions: Standard clauses including governing law, dispute resolution, and entire agreement
1. Hardware Requirements: Detailed specifications for hardware needed to run the software, used when specific hardware configurations are critical
2. Professional Services: Terms for additional implementation, training, or consulting services, included when professional services are part of the deal
3. Source Code Escrow: Terms for source code escrow arrangements, used for mission-critical software or upon customer request
4. Audit Rights: Rights to audit licensee's use of the software, typically included for enterprise licenses
5. Export Control: Compliance with export control laws, included when software may be subject to international trade restrictions
6. Insurance: Insurance requirements for either party, included in high-value or high-risk implementations
7. Business Continuity: Disaster recovery and business continuity requirements, included for mission-critical software
1. Schedule 1 - Software Description: Detailed description of the licensed software, including modules, features, and functionality
2. Schedule 2 - License Fees: Detailed breakdown of license fees, payment schedules, and pricing terms
3. Schedule 3 - Technical Specifications: Technical requirements, supported platforms, and integration specifications
4. Schedule 4 - Service Level Agreement: Support levels, response times, and performance metrics
5. Schedule 5 - Maintenance Services: Scope of maintenance services, update procedures, and exclusions
6. Appendix A - Acceptable Use Policy: Rules and restrictions regarding software use
7. Appendix B - Data Processing Terms: Detailed terms for handling personal data in compliance with Philippine law
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Your data is private:
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All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
