On Premise Software License Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes the terms and conditions under which software is licensed for on-premise installation and use. This document addresses key aspects including license scope, usage rights, intellectual property protection, warranties, and support services, while ensuring compliance with Philippine regulations such as the Data Privacy Act, Intellectual Property Code, and E-commerce Act. The agreement provides detailed provisions for software deployment, maintenance, technical support, and data protection obligations specific to the Philippine legal framework.

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What is a On Premise Software License Agreement?

This On Premise Software License Agreement 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 is essential when software companies want to maintain ownership of their intellectual property while granting specific usage rights to customers. It incorporates requirements from Philippine legislation, including the Intellectual Property Code, Data Privacy Act, and E-commerce Act, making it suitable for both domestic and international software providers operating in the Philippines. The agreement covers critical aspects such as license scope, installation requirements, maintenance services, warranties, and compliance obligations, while addressing specific local legal requirements and business practices.

What sections should be included in a On Premise Software License Agreement?

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

What sections are optional to include in a On Premise Software License 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

What schedules should be included in a On Premise Software License Agreement?

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

Authors

Alex Denne

Advisor @ GenieAI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Philippines

Publisher

GenieAI

Document Type

License Agreement

Sector

IP

Cost

Free to use

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