Master Software License Agreement Template for India

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Key Requirements PROMPT example:

Master Software License Agreement

"I need a Master Software License Agreement for licensing our enterprise resource planning software to Indian manufacturing companies, with specific provisions for data localization and the ability to add multiple affiliate companies as licensees throughout 2025."

Document background
The Master Software License Agreement is designed for situations where a software provider needs to establish a long-term licensing relationship with a customer under Indian jurisdiction. This foundational document sets out the comprehensive framework for all software licensing transactions between the parties, typically used when a customer requires enterprise-wide software deployment or ongoing software services. The agreement incorporates essential elements required under Indian law, including compliance with the Information Technology Act, 2000, data protection regulations, and intellectual property laws. It serves as the umbrella agreement under which specific software products can be licensed through individual order forms or statements of work, making it particularly suitable for complex, long-term software licensing relationships where multiple software products or modules may be licensed over time.
Suggested Sections

1. Parties: Identification of the licensor and licensee with their complete legal details

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Detailed definitions of terms used throughout the agreement

4. License Grant: Scope, nature, and limitations of the software license being granted

5. License Fees and Payment Terms: Pricing structure, payment schedule, and related financial terms

6. Delivery and Implementation: Terms regarding software delivery, installation, and implementation procedures

7. Licensed Users and Usage Restrictions: Specification of authorized users and usage limitations

8. Intellectual Property Rights: Protection and ownership of IP rights in the software and related materials

9. Confidentiality: Protection and handling of confidential information exchanged between parties

10. Warranties and Representations: Warranties provided by each party regarding the software and services

11. Support and Maintenance: Terms for ongoing technical support and software maintenance

12. Term and Termination: Duration of agreement and circumstances for termination

13. Liability and Indemnification: Limitations of liability and indemnification obligations

14. Force Majeure: Provisions for handling events beyond reasonable control

15. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

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

Optional Sections

1. Data Protection and Privacy: Required when the software processes personal data or when compliance with data protection laws is necessary

2. Source Code Escrow: Optional provision for source code escrow arrangements, typically used for mission-critical software

3. Professional Services: Include when additional professional services beyond standard support are provided

4. Audit Rights: Include when licensor requires rights to audit licensee's use of the software

5. Export Control: Required for software subject to export control regulations

6. Business Continuity: Include for critical software implementations requiring disaster recovery provisions

7. Third-Party Software: Required when the licensed software incorporates third-party components

8. Service Level Agreement: Include when specific performance levels need to be guaranteed

9. Security Requirements: Include when specific security standards or certifications must be maintained

Suggested Schedules

1. Schedule A - Licensed Software: Detailed description of licensed software components and specifications

2. Schedule B - License Fees: Detailed fee structure, payment terms, and pricing models

3. Schedule C - Service Level Agreement: Detailed performance metrics, response times, and service levels

4. Schedule D - Support and Maintenance Services: Detailed description of support services, maintenance terms, and procedures

5. Schedule E - Technical Requirements: Hardware, software, and network requirements for the licensed software

6. Schedule F - Implementation Plan: Timeline and milestones for software implementation

7. Appendix 1 - Authorized Users: List of authorized users or user categories and their access rights

8. Appendix 2 - Data Processing Terms: Detailed terms for processing personal data, if applicable

9. Appendix 3 - Security Requirements: Detailed security protocols and compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Banking and Financial Services

Healthcare

Manufacturing

Retail

Telecommunications

Education

Government and Public Sector

Insurance

Pharmaceuticals

E-commerce

Professional Services

Media and Entertainment

Automotive

Energy and Utilities

Relevant Teams

Legal

Information Technology

Procurement

Finance

Compliance

Information Security

Risk Management

Vendor Management

Software Development

Operations

Technical Support

Contract Administration

Relevant Roles

Chief Information Officer

Chief Technology Officer

Legal Counsel

IT Director

Procurement Manager

Software License Manager

Compliance Officer

Contract Manager

Information Security Officer

Risk Manager

Technology Operations Manager

Vendor Relationship Manager

Chief Financial Officer

IT Asset Manager

Software Development Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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