The Software Sales Contract is a critical legal instrument used in the Philippine technology sector for formalizing the sale and licensing of software products between vendors and purchasers. This document is essential when a software company wishes to sell its products while protecting its intellectual property rights and establishing clear terms of use. It encompasses key elements required under Philippine law, including compliance with the Electronic Commerce Act (RA 8792), Intellectual Property Code, and Data Privacy Act. The contract typically covers software licensing, implementation, support services, and warranty terms. It's particularly important in the Philippine context where digital commerce is rapidly growing and requires robust legal frameworks to protect both vendors and purchasers. This document should be used whenever a software sale transaction occurs, whether for off-the-shelf products or customized solutions, and is crucial for establishing clear commercial terms and technical requirements.
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1. Parties: Identification of the seller (software provider) and buyer, including their complete legal names, addresses, and registration details
2. Background: Context of the agreement, brief description of the software product, and the parties' intention to enter into a sales agreement
3. Definitions: Detailed definitions of technical terms, software components, and other key terms used throughout the agreement
4. Software Description and License Grant: Detailed description of the software being sold and the terms of the license being granted to the buyer
5. Payment Terms: Purchase price, payment schedule, currency, payment methods, and late payment consequences
6. Delivery and Installation: Terms regarding software delivery method, installation requirements, and acceptance testing procedures
7. Warranties and Representations: Warranties regarding software functionality, performance, and compliance with specifications
8. Intellectual Property Rights: Declaration of IP ownership, protection of proprietary rights, and restrictions on use
9. Confidentiality: Obligations regarding protection of confidential information and trade secrets
10. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination
11. Limitation of Liability: Limits on liability and exclusions of certain types of damages
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for dispute resolution
13. General Provisions: Standard contractual provisions including force majeure, entire agreement, and amendments
1. Software Customization: Terms for any customization or modification of the software to meet buyer's specific requirements
2. Training and Support: Details of training services and ongoing technical support if provided
3. Service Level Agreement: Performance metrics, response times, and service standards if ongoing support is included
4. Data Processing and Privacy: Terms regarding data handling and compliance with Philippine Data Privacy Act if the software processes personal data
5. Export Controls: Compliance with export control regulations if the software is subject to international trade restrictions
6. Source Code Escrow: Terms for source code escrow arrangements if agreed between parties
7. Insurance: Insurance requirements and coverage details if specific insurance is required
1. Schedule A - Software Specifications: Detailed technical specifications of the software, including features, functionality, and system requirements
2. Schedule B - License Terms: Detailed terms of software license, including usage restrictions and user limitations
3. Schedule C - Service Level Agreement: Detailed service levels, response times, and performance metrics if support is included
4. Schedule D - Fee Schedule: Detailed breakdown of all fees, including license fees, maintenance fees, and any additional charges
5. Schedule E - Implementation Plan: Timeline and milestones for software delivery, installation, and acceptance testing
6. Appendix 1 - Technical Documentation: User manuals, technical documentation, and maintenance procedures
7. Appendix 2 - Support and Maintenance Terms: Detailed terms of technical support and maintenance services if provided
Relevant legal definitions
Acceptance
Acceptance Tests
Affiliate
Agreement
Authorized Users
Business Day
Confidential Information
Configuration
Customization
Data
Documentation
Effective Date
Error
Fees
Force Majeure Event
Implementation Services
Initial Term
Installation
Intellectual Property Rights
License
License Key
Maintenance Services
Major Release
Minor Release
Personal Data
Purchase Order
Renewal Term
Schedule
Services
Software
Software Updates
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third Party Software
User Manual
Warranty Period
Work Product
Acceptance Tests
Affiliate
Agreement
Authorized Users
Business Day
Confidential Information
Configuration
Customization
Data
Documentation
Effective Date
Error
Fees
Force Majeure Event
Implementation Services
Initial Term
Installation
Intellectual Property Rights
License
License Key
Maintenance Services
Major Release
Minor Release
Personal Data
Purchase Order
Renewal Term
Schedule
Services
Software
Software Updates
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third Party Software
User Manual
Warranty Period
Work Product
Clauses
License Grant
Payment Terms
Delivery and Installation
Acceptance Testing
Software Documentation
Technical Support
Maintenance Services
Warranties
Intellectual Property Rights
Confidentiality
Data Protection
Limitation of Liability
Indemnification
Term and Termination
Force Majeure
Assignment
Dispute Resolution
Governing Law
Entire Agreement
Amendments
Notices
Severability
Waiver
Software Security
Service Levels
Implementation
Training
Audit Rights
Export Control
Source Code Escrow
Insurance
Performance Obligations
Acceptance Criteria
Usage Restrictions
Compliance with Laws
Payment Terms
Delivery and Installation
Acceptance Testing
Software Documentation
Technical Support
Maintenance Services
Warranties
Intellectual Property Rights
Confidentiality
Data Protection
Limitation of Liability
Indemnification
Term and Termination
Force Majeure
Assignment
Dispute Resolution
Governing Law
Entire Agreement
Amendments
Notices
Severability
Waiver
Software Security
Service Levels
Implementation
Training
Audit Rights
Export Control
Source Code Escrow
Insurance
Performance Obligations
Acceptance Criteria
Usage Restrictions
Compliance with Laws
Relevant Industries
Information Technology
Software Development
E-commerce
Financial Services
Healthcare
Education
Manufacturing
Retail
Professional Services
Telecommunications
Government and Public Sector
Business Process Outsourcing
Relevant Teams
Legal
Information Technology
Procurement
Sales
Compliance
Finance
Business Development
Software Development
Operations
Risk Management
Commercial Operations
Vendor Management
Relevant Roles
Chief Technology Officer
IT Director
Procurement Manager
Legal Counsel
Software Sales Manager
Contract Administrator
Business Development Manager
Chief Information Officer
Software Licensing Manager
Compliance Officer
IT Project Manager
Commercial Director
Chief Legal Officer
Software Development Manager
Sales Operations Manager
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