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Master Software Agreement
"I need a Master Software Agreement for our Canadian SaaS company that will be licensing our financial analytics software to enterprise clients, with particular emphasis on data privacy compliance and service level commitments for high-availability requirements."
1. Parties: Identification of the contracting parties including full legal names and addresses
2. Background: Context of the agreement and business relationship between the parties
3. Definitions: Detailed definitions of terms used throughout the agreement
4. License Grant: Scope, nature, and limitations of software license(s) granted
5. License Restrictions: Specific prohibitions and limitations on use of the software
6. Intellectual Property Rights: Ownership and protection of IP rights in the software and related materials
7. Fees and Payment Terms: Payment obligations, pricing, payment schedule, and related terms
8. Support and Maintenance: Terms for ongoing support, updates, and maintenance services
9. Confidentiality: Protection and handling of confidential information
10. Data Protection and Privacy: Obligations regarding personal data handling and privacy compliance
11. Warranties: Warranties provided for the software and services
12. Limitation of Liability: Limitations and caps on liability of both parties
13. Term and Termination: Duration of agreement and termination rights
14. Effect of Termination: Consequences and obligations upon termination
15. General Provisions: Standard legal provisions including governing law, notices, assignment, etc.
1. Professional Services: Include when implementation, configuration, or custom development services are required
2. Service Level Agreement: Include for cloud-based or hosted software solutions with specific performance requirements
3. Disaster Recovery: Include for business-critical applications requiring specific recovery procedures
4. Source Code Escrow: Include when source code access may be required under specific circumstances
5. Security Requirements: Include for software handling sensitive data or requiring specific security measures
6. Anti-Corruption Compliance: Include for international transactions or government-related contracts
7. Insurance Requirements: Include when specific insurance coverage is required from either party
8. Export Control: Include for software subject to export regulations
9. Change Control: Include when formal processes for changes to software or services are required
1. Schedule A - Licensed Software: Detailed description of licensed software components and modules
2. Schedule B - Service Level Agreement: Detailed performance metrics, response times, and service levels
3. Schedule C - Support Services: Detailed description of support services, processes, and escalation procedures
4. Schedule D - Fee Schedule: Detailed pricing, payment terms, and fee calculations
5. Schedule E - Technical Requirements: Hardware, software, and network requirements for the software
6. Schedule F - Security Standards: Detailed security requirements and compliance standards
7. Appendix 1 - Authorized Users: Definition and limitations of authorized software users
8. Appendix 2 - Data Processing Agreement: Detailed terms for personal data processing and privacy compliance
9. Appendix 3 - Implementation Plan: Timeline and milestones for software implementation if applicable
Authors
Affiliate
Authorized Users
Business Day
Confidential Information
Configuration
Customer Data
Customer Materials
Documentation
Effective Date
Error
Fees
Force Majeure Event
Harmful Code
Implementation Services
Intellectual Property Rights
License Term
Licensed Software
Maintenance Release
Major Release
Minor Release
Normal Business Hours
Open Source Software
Personal Information
Professional Services
Service Level Agreement
Services
Software
Source Code
Specifications
Support Services
System Requirements
Term
Third-Party Materials
Updates
Upgrades
User Acceptance Testing
User Documentation
Virus
Work Product
Custom Development
Data Protection Laws
Disaster Recovery Plan
Emergency Maintenance
Escrow Agent
Go-Live Date
Help Desk
Instance
Interface
License Key
Maintenance Window
Milestone
Object Code
Operating Environment
Response Time
Security Breach
Service Credits
Software Module
Statement of Work
Technical Support
Territory
Time and Materials
Usage Data
Warranty Period
Grant of License
License Restrictions
Intellectual Property
Service Delivery
Payment
Data Protection
Confidentiality
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Subcontracting
Audit Rights
Insurance
Dispute Resolution
Governing Law
Notices
Data Security
Service Levels
Support and Maintenance
Implementation
Acceptance Testing
Change Control
Source Code Escrow
Export Control
Anti-Corruption
Disaster Recovery
Business Continuity
Third Party Rights
Entire Agreement
Amendment
Severability
Waiver
Counterparts
Non-Solicitation
Compliance with Laws
Privacy
Information Technology
Financial Services
Healthcare
Retail
Manufacturing
Professional Services
Education
Government
Telecommunications
Energy and Utilities
Media and Entertainment
Transportation and Logistics
Legal
Information Technology
Procurement
Information Security
Risk Management
Compliance
Finance
Software Development
Vendor Management
Operations
Data Privacy
Commercial
Chief Technology Officer
Chief Information Officer
Legal Counsel
IT Director
Procurement Manager
Software License Manager
Contract Manager
Information Security Officer
Privacy Officer
Technology Procurement Specialist
IT Asset Manager
Enterprise Architect
Software Development Manager
Vendor Management Officer
Commercial Director
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Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
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All data stored on Genie is private to your organisation
Your documents are protected:
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We are ISO27001 certified, so your data is secure
Organizational security
You retain IP ownership of your documents
You have full control over your data and who gets to see it
Innovation in privacy:
Genie partnered with the Computational Privacy Department at Imperial College London
Together, we ran a £1 million research project on privacy and anonymity in legal contracts
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