MSA Software Agreement Template for India

This MSA Software Agreement is designed for use in the Indian jurisdiction when establishing a long-term software licensing and services relationship between a software provider and a customer. It serves as a master agreement that sets forth the fundamental terms and conditions governing all subsequent software licenses, services, and related transactions between the parties. The agreement incorporates requirements from Indian IT laws, data protection regulations, and contract law principles, while addressing critical aspects such as intellectual property rights, data security, and service level commitments. This type of agreement is particularly useful when parties anticipate multiple software deployments or service engagements over time, as it eliminates the need to negotiate standard terms repeatedly while allowing flexibility through specific statements of work or order forms.

1. Parties: Identification of contracting parties with full legal names and addresses

2. Background: Context of the agreement and relationship between parties

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Services: Detailed description of software and services to be provided

5. License Grant: Terms of software license, including scope, restrictions, and usage rights

6. Service Levels: Performance standards, availability, and support commitments

7. Fees and Payment: Pricing, payment terms, and invoicing procedures

8. Intellectual Property Rights: IP ownership, rights, and restrictions

9. Confidentiality: Protection of confidential information and trade secrets

10. Data Protection and Privacy: Compliance with Indian data protection laws and privacy requirements

11. Term and Termination: Duration, renewal, and termination provisions

12. Warranties and Representations: Standard warranties and representations from both parties

13. Limitation of Liability: Liability caps and exclusions

14. Indemnification: Mutual indemnification obligations

15. Force Majeure: Provisions for unforeseen circumstances and force majeure events

16. Governing Law and Jurisdiction: Indian law as governing law and jurisdiction details

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