Software Use License Template for Philippines

The Software Use License agreement is essential for organizations operating in the Philippines that need to establish clear legal parameters for software usage. This document is particularly relevant when a software owner wishes to grant usage rights while maintaining ownership and control over their intellectual property. The agreement must comply with Philippine legislation, including the Intellectual Property Code (RA 8293), E-commerce Act (RA 8792), and Data Privacy Act (RA 10173). It typically includes comprehensive terms covering license scope, usage restrictions, maintenance, support, and termination conditions. The Software Use License is crucial for protecting both the licensor's intellectual property rights and the licensee's usage rights while ensuring compliance with Philippine technology and commerce regulations.

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 the parties' intention to enter into a licensing arrangement

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

4. Grant of License: Specific rights being granted, type of license (non-exclusive/exclusive), and scope of permitted use

5. License Restrictions: Explicit limitations on use, prohibited activities, and restrictions on modification or redistribution

6. License Fee and Payment Terms: Financial terms, payment schedule, and consequences of payment default

7. Term and Termination: Duration of the license, renewal terms, and circumstances for termination

8. Intellectual Property Rights: Assertion of ownership rights, protection of IP, and handling of improvements or derivatives

9. Warranties and Disclaimers: Software performance warranties, disclaimer of specific warranties, and limitation of liability

10. Confidentiality: Protection of confidential information and trade secrets related to the software

11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for dispute resolution

12. General Provisions: Standard clauses including severability, entire agreement, and amendment procedures