A Software Licence Agreement is essential when granting rights to use proprietary software in Singapore. This document establishes the legal framework for software usage, protecting the intellectual property rights of the licensor while providing the licensee with clear usage terms. The agreement must align with Singapore's robust legal framework, including recent updates to the Copyright Act 2021 and data protection regulations. It typically covers license scope, fees, maintenance, support, warranties, and liability limitations. This type of agreement is particularly crucial in Singapore's growing technology sector, where software licensing transactions are increasingly common and complex.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the software
3. Definitions: Key terms used throughout the agreement including software description, territory, and license type
4. Grant of License: Scope and nature of the license being granted, including usage rights and restrictions
5. License Fees: Payment terms, conditions, and fee structure
6. Intellectual Property Rights: Ownership and protection of IP rights, including third-party rights
7. Confidentiality: Protection of confidential information and trade secrets
8. Term and Termination: Duration of agreement, renewal terms, and termination provisions
9. Warranties and Representations: Warranties provided by both parties and disclaimer of warranties
10. Limitation of Liability: Caps on liability and exclusions of certain types of damages
11. Data Protection: Compliance with PDPA and data handling requirements
12. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Source Code Escrow: Terms for source code protection and release conditions for business-critical software
2. Professional Services: Terms for implementation, training, or consulting services if provided
3. Service Level Agreement: Performance standards and metrics for SaaS arrangements
4. Export Controls: Compliance with export regulations for international licensing
5. Insurance: Insurance requirements and coverage specifications
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software
2. Schedule 2 - License Fee Schedule: Detailed breakdown of fees, payment terms, and pricing structure
3. Schedule 3 - Service Level Requirements: Performance metrics, support levels, and response times
4. Schedule 4 - Support and Maintenance Terms: Details of support services, maintenance obligations, and procedures
5. Schedule 5 - Acceptable Use Policy: Terms governing proper use of the software and restrictions
6. Schedule 6 - Data Processing Agreement: Detailed terms for handling personal data in compliance with PDPA
Relevant legal definitions
Agreement
Acceptance Tests
Authorized Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Intellectual Property Rights
License Fee
License Period
Licensed Software
Maintenance Services
Modifications
Normal Business Hours
Open Source Software
Personal Data
Service Levels
Software Updates
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third Party Software
Updates
Upgrades
User Acceptance Testing
User Manual
Virus
Working Hours
Acceptance Tests
Authorized Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Intellectual Property Rights
License Fee
License Period
Licensed Software
Maintenance Services
Modifications
Normal Business Hours
Open Source Software
Personal Data
Service Levels
Software Updates
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third Party Software
Updates
Upgrades
User Acceptance Testing
User Manual
Virus
Working Hours
Clauses
Grant of License
License Restrictions
Intellectual Property Rights
Fees and Payment
Delivery and Installation
Acceptance Testing
Support and Maintenance
Training
Warranties
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Force Majeure
Term and Termination
Effect of Termination
Assignment and Sublicensing
Source Code Escrow
Audit Rights
Service Levels
Dispute Resolution
Governing Law
Notice Requirements
Export Control
Anti-Bribery and Corruption
Non-Solicitation
Insurance
Entire Agreement
Severability
Third Party Rights
Variation and Waiver
Counterparts
License Restrictions
Intellectual Property Rights
Fees and Payment
Delivery and Installation
Acceptance Testing
Support and Maintenance
Training
Warranties
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Force Majeure
Term and Termination
Effect of Termination
Assignment and Sublicensing
Source Code Escrow
Audit Rights
Service Levels
Dispute Resolution
Governing Law
Notice Requirements
Export Control
Anti-Bribery and Corruption
Non-Solicitation
Insurance
Entire Agreement
Severability
Third Party Rights
Variation and Waiver
Counterparts
Relevant Industries
Relevant Teams
Relevant Roles
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