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Software License And Maintenance Agreement

Software License And Maintenance Agreement Template for Philippines

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Key Requirements PROMPT example:

Software License And Maintenance Agreement

"I need a Software License and Maintenance Agreement for my healthcare software company based in Manila, licensing patient management software to private hospitals in the Philippines, with specific provisions for data privacy compliance and 24/7 technical support."

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Document background
The Software License And Maintenance Agreement is essential for organizations in the Philippines engaging in software procurement and implementation. This document is typically used when a company needs to license software products and secure ongoing maintenance services from a software provider. It addresses critical aspects such as intellectual property rights, service level commitments, data privacy compliance under Philippine law, and maintenance obligations. The agreement is structured to comply with Philippine regulations, including the Intellectual Property Code, E-Commerce Act, and Data Privacy Act, while providing comprehensive protection for both the software provider and the customer. It's particularly important in ensuring clear delineation of rights, responsibilities, and remedies in software deployment and support scenarios within the Philippine business context.
Suggested Sections

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

2. Background: Context of the agreement, brief description of the software, and the parties' intentions

3. Definitions: Detailed definitions of technical terms, proper nouns, and other important concepts used throughout the agreement

4. License Grant: Scope of the software license, usage rights, restrictions, and terms of use

5. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of modifications or improvements

6. Maintenance Services: Description of maintenance and support services, including updates, patches, and technical support

7. Service Levels: Performance standards, response times, and service quality metrics

8. Fees and Payment: License fees, maintenance fees, payment terms, and billing procedures

9. Term and Termination: Duration of the agreement, renewal terms, and termination rights

10. Confidentiality: Protection of confidential information and trade secrets

11. Data Privacy and Security: Compliance with Philippine Data Privacy Act and data security requirements

12. Warranties and Disclaimers: Software warranties, service warranties, and limitation of warranties

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 notices

Optional Sections

1. Professional Services: Include when additional implementation, configuration, or training services are required

2. Hosting Services: Include for cloud-based or hosted software solutions

3. Disaster Recovery: Include when specific disaster recovery and business continuity requirements are needed

4. Source Code Escrow: Include when source code escrow arrangements are required for business continuity

5. Third-Party Software: Include when third-party software components are part of the solution

6. Export Controls: Include for international licensing arrangements

7. Insurance Requirements: Include when specific insurance coverage is required from either party

8. Change Control: Include when formal change management procedures are needed

Suggested Schedules

1. Schedule A - Software Description: Detailed description of the licensed software, including modules and features

2. Schedule B - Service Level Agreement: Detailed service levels, metrics, and remedies for non-compliance

3. Schedule C - Maintenance Services: Detailed description of maintenance and support services

4. Schedule D - Fee Schedule: Detailed breakdown of license fees, maintenance fees, and payment terms

5. Schedule E - Technical Requirements: Hardware, software, and network requirements for the software

6. Schedule F - Security Requirements: Detailed security standards and requirements

7. Appendix 1 - Support Procedures: Procedures for requesting and receiving technical support

8. Appendix 2 - Authorized Users: Definition and limitations of authorized users

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 Tests
Authorized Users
Business Day
Confidential Information
Configuration
Critical Error
Documentation
Effective Date
Error
Fees
Force Majeure Event
Initial Term
Intellectual Property Rights
License
Licensed Software
Maintenance Services
Major Release
Minor Release
Normal Business Hours
Operating Environment
Patch
Personal Data
Professional Services
Response Time
Service Credits
Service Levels
Software Updates
Source Code
Specifications
Support Hours
Support Request
System Requirements
Technical Support
Term
Third-Party Software
Updates
Upgrade
User Documentation
Virus
Warranty Period
Work Product
Clauses
Definitions
License Grant
License Restrictions
Intellectual Property Rights
Maintenance Services
Service Levels
Technical Support
Fees and Payment
Warranties
Liability
Indemnification
Confidentiality
Data Protection
Term and Termination
Force Majeure
Assignment
Audit Rights
Dispute Resolution
Governing Law
Insurance
Compliance with Laws
Notice
Entire Agreement
Severability
Amendments
Third Party Rights
Security Requirements
Disaster Recovery
Performance Standards
Documentation
Training
Implementation
Acceptance Testing
Change Control
Relevant Industries

Information Technology

Financial Services

Healthcare

Manufacturing

Retail

Professional Services

Education

Government

Telecommunications

E-commerce

Banking

Insurance

Business Process Outsourcing

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Finance

Information Security

Operations

Technical Support

Contract Management

Risk Management

Vendor Management

Relevant Roles

Chief Technology Officer

IT Director

Legal Counsel

Procurement Manager

Software License Manager

Compliance Officer

Information Security Manager

IT Operations Manager

Contract Administrator

Chief Information Officer

Technical Support Manager

Service Delivery Manager

Chief Legal Officer

Chief Financial Officer

IT Infrastructure Manager

Industries
Intellectual Property Code of the Philippines (Republic Act No. 8293): Governs copyright protection of software, licensing rights, and intellectual property provisions that affect software distribution and usage
Electronic Commerce Act of 2000 (Republic Act No. 8792): Provides legal framework for electronic transactions, digital signatures, and online contracts which is crucial for software licensing agreements
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, processing, and storage of personal data, which is relevant for software that handles user information
Consumer Act of the Philippines (Republic Act No. 7394): Protects consumer rights and interests, including warranties, technical support, and maintenance services related to software products
Cybercrime Prevention Act of 2012 (Republic Act No. 10175): Addresses cybersecurity concerns and may affect requirements for software security features and maintenance obligations
National Internal Revenue Code: Governs taxation aspects of software licensing and maintenance fees, including VAT and withholding tax requirements
Civil Code of the Philippines: Provides general contract law principles that apply to software licensing agreements, including formation, validity, and enforcement
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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