Software Supply Agreement Template for United Arab Emirates

The Software Supply Agreement is a critical document used when an organization needs to procure software solutions from a vendor under UAE jurisdiction. This agreement is essential for businesses operating in the UAE that require formal documentation of software procurement, whether for off-the-shelf or custom software solutions. The document covers crucial elements including license terms, implementation procedures, support services, and compliance with UAE Federal Laws, particularly Federal Law No. 1 of 2006 on Electronic Commerce and Federal Law No. 7 of 2002 on Copyrights. It establishes clear responsibilities and obligations for both parties, incorporating necessary provisions for data protection, electronic transactions, and intellectual property rights protection specific to UAE legal requirements.

1. Parties: Identification of the software supplier and customer, including full legal names, registration details, and addresses

2. Background: Context of the agreement, brief description of the software, and purpose of the supply arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including technical terms, Software, Documentation, Intellectual Property Rights, etc.

4. Supply of Software: Core terms regarding the supply, delivery method, and installation of the software

5. License Grant: Scope of software license, usage rights, restrictions, and territory limitations

6. Fees and Payment: Payment terms, license fees, maintenance fees, payment schedule, and late payment consequences

7. Delivery and Installation: Timeline, delivery method, acceptance testing procedures, and installation requirements

8. Warranties and Representations: Supplier warranties regarding software functionality, performance, and compliance with specifications

9. Support and Maintenance: Terms for ongoing support, maintenance services, and service levels

10. Intellectual Property Rights: Ownership of IP, protection of rights, and infringement procedures

11. Confidentiality: Protection of confidential information, obligations, and permitted disclosures

12. Data Protection: Compliance with UAE data protection laws, data handling, and security measures

13. Limitation of Liability: Caps on liability, exclusions, and indemnification provisions

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

15. Force Majeure: Events beyond reasonable control and their consequences

16. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment