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Software Sales Contract Template
"I need a Software Sales Contract Template for selling our enterprise resource planning software to UAE government entities, with specific provisions for data localization and cybersecurity compliance requirements that will come into effect in March 2025."
1. Parties: Identification of the contracting parties including full legal names, addresses, and registration details as per UAE requirements
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement
4. Software License Grant: Scope and nature of the software license, usage rights, and restrictions
5. Delivery and Installation: Terms regarding software delivery, installation process, and acceptance criteria
6. Payment Terms: Pricing, payment schedule, currency, and payment methods compliant with UAE banking regulations
7. Intellectual Property Rights: Protection of IP rights, ownership of customizations, and third-party rights
8. Warranties and Representations: Software performance warranties, compliance with UAE laws, and standard representations
9. Support and Maintenance: Terms for technical support, updates, and maintenance services
10. Term and Termination: Duration of the agreement, renewal terms, and termination conditions
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection: Compliance with UAE data protection laws and data handling requirements
13. Limitation of Liability: Liability caps and exclusions permitted under UAE law
14. Governing Law and Jurisdiction: Application of UAE law and jurisdiction for dispute resolution
15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Source Code Escrow: Terms for source code escrow arrangements, used for mission-critical software
2. Professional Services: Additional implementation, training, or consulting services if required
3. Service Level Agreement: Detailed performance metrics and service levels, used for cloud-based software
4. Disaster Recovery: Business continuity and disaster recovery requirements for critical systems
5. Change Control: Procedures for managing changes to software or services
6. Export Control: Compliance with UAE and international export control regulations
7. Insurance Requirements: Specific insurance coverage requirements for high-value contracts
8. Third-Party Integration: Terms for integration with other software systems or platforms
9. UAE Local Content Requirements: Compliance with any local content or partnership requirements
1. Schedule A - Software Description: Detailed technical specifications and functionality of the software
2. Schedule B - License Metrics: User numbers, usage limitations, and licensing parameters
3. Schedule C - Service Level Agreement: Detailed performance metrics, response times, and service credits
4. Schedule D - Support Services: Support tiers, response times, and escalation procedures
5. Schedule E - Fee Schedule: Detailed pricing, payment milestones, and fee calculations
6. Schedule F - Implementation Plan: Project timeline, milestones, and deliverables
7. Appendix 1 - Technical Requirements: Hardware, software, and network requirements
8. Appendix 2 - Security Standards: Security protocols and compliance requirements
9. Appendix 3 - Acceptance Testing: Testing procedures and acceptance criteria
Authors
Acceptance Tests
Affiliate
Agreement
Authorized Users
Business Day
Confidential Information
Configuration
Customer Data
Customization
Data Protection Laws
Defect
Deliverables
Documentation
Effective Date
Error
Fees
Force Majeure
Implementation Services
Intellectual Property Rights
License
License Fee
License Term
Maintenance Services
Major Release
Minor Release
Personal Data
Professional Services
Service Level Agreement
Software
Software Updates
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third-Party Software
User Account
User Guide
Virus
Warranty Period
Work Product
Delivery and Installation
Acceptance Testing
Payment Terms
Intellectual Property Rights
Warranties
Support and Maintenance
Service Levels
Data Protection
Confidentiality
Term and Termination
Force Majeure
Limitation of Liability
Indemnification
Assignment
Audit Rights
Dispute Resolution
Governing Law
Notices
Export Control
Anti-Corruption
Insurance
Personnel
Change Control
Subcontracting
Entire Agreement
Severability
Waiver
Third Party Rights
Electronic Signatures
Data Security
Business Continuity
Compliance with Laws
Implementation Services
Training Services
Information Technology
Financial Services
Healthcare
Retail
Manufacturing
Education
Government Services
Telecommunications
Professional Services
E-commerce
Transportation and Logistics
Real Estate
Energy and Utilities
Media and Entertainment
Construction
Legal
Information Technology
Procurement
Compliance
Risk Management
Sales
Business Development
Operations
Finance
Information Security
Vendor Management
Project Management
Software Development
Contract Administration
Chief Technology Officer
Legal Counsel
Procurement Manager
IT Director
Software Development Manager
Contract Manager
Commercial Director
Information Security Officer
Technology Risk Manager
Compliance Officer
Sales Director
Business Development Manager
Project Manager
Operations Manager
Vendor Management Officer
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