The Proprietary Software License Agreement serves as a critical legal instrument for software companies operating in the Philippines to protect their intellectual property while providing users with clear terms of use. This document is essential when a software owner wishes to grant usage rights while retaining ownership and control over their proprietary software. It must comply with Philippine legislation, particularly the Intellectual Property Code (RA 8293), E-commerce Act (RA 8792), and Data Privacy Act (RA 10173). The agreement typically covers license scope, fees, technical support, warranties, and liability limitations, making it suitable for both business-to-business and business-to-consumer transactions in the Philippine market. It's particularly important for software deployments requiring specific usage restrictions, customization terms, or compliance with local regulatory requirements.
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1. Parties: Identification of the licensor and licensee, including their legal status and principal places of business
2. Background: Context of the agreement, description of the software, and the parties' intention to enter into a licensing arrangement
3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement
4. Grant of License: Scope of the license, including type (e.g., non-exclusive), permitted uses, and territorial restrictions
5. License Fees and Payment Terms: Financial terms, payment schedule, and consequences of non-payment
6. Intellectual Property Rights: Assertion of ownership rights and protection of IP
7. Confidentiality: Protection of confidential information and trade secrets
8. Licensee Obligations: Requirements for software use, security measures, and usage restrictions
9. Technical Support and Maintenance: Terms for ongoing support, updates, and maintenance services
10. Warranties and Representations: Software performance guarantees and compliance with laws
11. Limitation of Liability: Caps on liability and exclusions of certain types of damages
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Post-Termination Obligations: Actions required after agreement termination
14. General Provisions: Standard clauses including governing law, dispute resolution, and entire agreement
1. Data Privacy and Protection: Required when software processes personal data, ensuring compliance with the Data Privacy Act
2. Third-Party Software Components: Needed when the software incorporates third-party elements or open-source components
3. Export Controls: Required for software with international distribution or containing controlled technology
4. Service Level Agreement: Include when specific performance metrics and service levels are guaranteed
5. Disaster Recovery: Important for mission-critical software or when handling sensitive data
6. Source Code Escrow: Optional protection for licensee in case of licensor bankruptcy or business failure
7. Training and Implementation: Include when software requires significant training or implementation services
1. Schedule A - Software Description: Detailed technical specifications and functionality of the licensed software
2. Schedule B - License Fees: Detailed breakdown of licensing costs, payment schedules, and pricing tiers
3. Schedule C - Support and Maintenance Services: Specific support levels, response times, and maintenance procedures
4. Schedule D - Service Level Metrics: Detailed performance metrics, uptime guarantees, and remedy mechanisms
5. Schedule E - Acceptable Use Policy: Specific rules and restrictions regarding software usage
6. Appendix 1 - Technical Requirements: Minimum system requirements and technical specifications for software operation
7. Appendix 2 - Security Requirements: Security protocols and requirements for software implementation
Relevant legal definitions
Agreement
Authorized Users
Confidential Information
Documentation
Effective Date
Fees
Intellectual Property Rights
License
License Term
Licensed Software
Maintenance Services
Personal Data
Proprietary Information
Security Requirements
Software Updates
Source Code
Specifications
Support Services
System Requirements
Technical Support
Territory
Third-Party Software
Updates
Upgrades
User Acceptance Testing
User Manual
Warranties
Work Product
Working Day
Permitted Purpose
Designated Equipment
Authorized Location
Background IP
Derivative Works
Error
Force Majeure Event
Implementation Services
Installation Date
Interface
License Key
Object Code
Release
Service Level Agreement
Virus
Authorized Users
Confidential Information
Documentation
Effective Date
Fees
Intellectual Property Rights
License
License Term
Licensed Software
Maintenance Services
Personal Data
Proprietary Information
Security Requirements
Software Updates
Source Code
Specifications
Support Services
System Requirements
Technical Support
Territory
Third-Party Software
Updates
Upgrades
User Acceptance Testing
User Manual
Warranties
Work Product
Working Day
Permitted Purpose
Designated Equipment
Authorized Location
Background IP
Derivative Works
Error
Force Majeure Event
Implementation Services
Installation Date
Interface
License Key
Object Code
Release
Service Level Agreement
Virus
Clauses
Grant of License
License Restrictions
Intellectual Property Rights
Payment Terms
Delivery and Installation
Technical Support
Maintenance Services
Warranties
Limitation of Liability
Confidentiality
Data Protection
Term and Termination
Force Majeure
Assignment
Dispute Resolution
Governing Law
Entire Agreement
Severability
Notices
Audit Rights
Export Control
Source Code Escrow
Third-Party Rights
Service Levels
Implementation Services
Training
Acceptance Testing
Security Requirements
Disaster Recovery
Indemnification
Insurance
Non-Competition
Non-Solicitation
Compliance with Laws
Amendment
Waiver
License Restrictions
Intellectual Property Rights
Payment Terms
Delivery and Installation
Technical Support
Maintenance Services
Warranties
Limitation of Liability
Confidentiality
Data Protection
Term and Termination
Force Majeure
Assignment
Dispute Resolution
Governing Law
Entire Agreement
Severability
Notices
Audit Rights
Export Control
Source Code Escrow
Third-Party Rights
Service Levels
Implementation Services
Training
Acceptance Testing
Security Requirements
Disaster Recovery
Indemnification
Insurance
Non-Competition
Non-Solicitation
Compliance with Laws
Amendment
Waiver
Relevant Industries
Information Technology
Financial Services
Healthcare
Education
Manufacturing
Retail
Telecommunications
Government
Professional Services
E-commerce
Banking
Insurance
Logistics
Hospitality
Relevant Teams
Legal
Information Technology
Procurement
Compliance
Software Development
Business Development
Contract Administration
Risk Management
Vendor Management
Operations
Relevant Roles
Chief Technology Officer
Software Development Manager
Legal Counsel
IT Director
Procurement Manager
Compliance Officer
Contract Manager
Software Licensing Specialist
Business Development Manager
Chief Information Officer
Chief Legal Officer
IT Procurement Specialist
Software Asset Manager
Legal Operations Manager
Technology Compliance Manager
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