Master Software Agreement Template for Malaysia

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Key Requirements PROMPT example:

Master Software Agreement

"I need a Master Software Agreement for my fintech company based in Kuala Lumpur, covering both cloud-based and on-premise software solutions, with strong data protection clauses to comply with Bank Negara Malaysia requirements and specific provisions for API integration services."

Document background
The Master Software Agreement serves as the primary contractual framework for software licensing and related services in Malaysia, establishing the fundamental terms and conditions governing the relationship between software providers and their customers. This document is essential when organizations require a comprehensive agreement that can support multiple software implementations, licenses, or services under a single master framework. It incorporates Malaysian legal requirements, including compliance with the Contracts Act 1950, Personal Data Protection Act 2010, and various technology-related regulations. The agreement typically includes provisions for licensing rights, service levels, support and maintenance, data protection, intellectual property rights, and dispute resolution, while allowing for specific details to be addressed in subsequent statements of work or order forms.
Suggested Sections

1. Parties: Identification of the contracting parties, including registered addresses and company details

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

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

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

5. Intellectual Property Rights: Ownership and protection of IP rights in the software and related materials

6. Payment Terms: Licensing fees, payment schedule, and financial terms

7. Service Levels: Performance standards, availability requirements, and service metrics

8. Support and Maintenance: Scope of support services and maintenance obligations

9. Data Protection and Security: Obligations regarding data protection, security measures, and compliance with privacy laws

10. Confidentiality: Protection and handling of confidential information

11. Warranties and Representations: Standard warranties regarding software performance and service delivery

12. Limitation of Liability: Limits on liability and exclusions of damages

13. Term and Termination: Duration of agreement and termination rights

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

Optional Sections

1. Professional Services: Include when implementation, configuration, or customization services are required

2. Change Control: Include for complex implementations requiring formal change management processes

3. Disaster Recovery: Include when business continuity and disaster recovery requirements are critical

4. Source Code Escrow: Include when source code access may be required under specific circumstances

5. Training: Include when vendor will provide user or administrator training

6. Audit Rights: Include when regular compliance or security audits are required

7. Third Party Components: Include when software includes third-party elements requiring separate terms

8. Export Control: Include when software is subject to export control regulations

Suggested Schedules

1. Schedule 1 - Software Description: Detailed description of licensed software components and functionality

2. Schedule 2 - Service Level Agreement: Detailed service levels, metrics, and remedies

3. Schedule 3 - Support Services: Support tiers, response times, and escalation procedures

4. Schedule 4 - Fee Schedule: Detailed pricing, payment terms, and fee calculations

5. Schedule 5 - Technical Requirements: Hardware, software, and network requirements for operation

6. Schedule 6 - Security Requirements: Detailed security standards and compliance requirements

7. Appendix A - Authorized Users: Definition and limitations of authorized users

8. Appendix B - Acceptance Testing: Testing procedures and acceptance criteria

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

Technology

Banking and Financial Services

Healthcare

Manufacturing

Retail

Telecommunications

Education

Government and Public Sector

Professional Services

E-commerce

Insurance

Logistics and Supply Chain

Relevant Teams

Legal

Information Technology

Procurement

Information Security

Risk Management

Compliance

Finance

Operations

Project Management

Enterprise Architecture

Vendor Management

Relevant Roles

Chief Technology Officer

Chief Information Officer

IT Director

Legal Counsel

Procurement Manager

Software Development Manager

Information Security Officer

Contract Manager

Technology Risk Manager

Compliance Officer

IT Project Manager

Enterprise Architect

Solutions Architect

Vendor Management Officer

Digital Transformation Director

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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