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Software Acquisition Agreement
"I need a Software Acquisition Agreement for purchasing an enterprise-wide CRM system from a New Zealand vendor, including implementation services and ongoing support, with specific provisions for data privacy compliance and cloud hosting requirements."
1. Parties: Identifies the vendor/licensor and purchaser/licensee with their full legal names and addresses
2. Background: Contextual information about the software acquisition, including the purpose and basic commercial intent
3. Definitions: Defines key terms used throughout the agreement, including technical terms specific to the software
4. Software License Grant: Details the scope, nature, and limitations of the software license being granted
5. Delivery and Installation: Specifies the delivery method, timeline, and installation requirements for the software
6. Acceptance Testing: Outlines the acceptance testing process, criteria, and timeframes
7. Payment Terms: Details the purchase price, payment schedule, and any ongoing fees
8. Intellectual Property Rights: Clarifies ownership of IP rights in the software and any customizations
9. Warranties and Representations: Specifies warranties regarding software performance, functionality, and compliance
10. Support and Maintenance: Outlines the basic support and maintenance services to be provided
11. Confidentiality: Defines confidential information and obligations regarding its protection
12. Limitation of Liability: Sets out limitations on liability and any exclusions
13. Term and Termination: Specifies the duration of the agreement and termination rights
14. General Provisions: Standard boilerplate clauses including governing law, notices, and dispute resolution
1. Source Code Escrow: Required when source code escrow arrangements are needed for business continuity
2. Data Protection and Privacy: Required when the software will process personal data
3. Third-Party Software: Required when the solution includes third-party software components
4. Professional Services: Required when additional implementation or configuration services are needed
5. Service Levels: Required when specific performance metrics and service levels are to be maintained
6. Disaster Recovery: Required for business-critical software requiring specific recovery procedures
7. Change Control: Required when formal processes for managing changes are needed
8. Training: Required when user training is part of the acquisition
1. Schedule 1 - Software Description: Detailed description of the software, including modules, features, and specifications
2. Schedule 2 - License Terms: Detailed license terms including usage restrictions and user limits
3. Schedule 3 - Fees and Payment Schedule: Comprehensive breakdown of all fees, charges, and payment milestones
4. Schedule 4 - Service Level Agreement: Detailed service levels, support hours, and response times
5. Schedule 5 - Acceptance Test Criteria: Detailed acceptance testing procedures and success criteria
6. Schedule 6 - Technical Requirements: System requirements and technical specifications for the software
7. Schedule 7 - Implementation Plan: Detailed timeline and milestones for software implementation
8. Appendix A - Support and Maintenance Terms: Detailed terms and conditions for ongoing support and maintenance
Authors
Acceptance Tests
Affiliate
Agreement
Authorized Users
Business Day
Confidential Information
Configuration
Customization
Defect
Deliverables
Documentation
Effective Date
Fees
Force Majeure Event
Go-Live Date
Implementation Plan
Implementation Services
Intellectual Property Rights
License
License Fee
Maintenance Release
Major Release
Modification
New Version
Personal Data
Professional Services
Purchase Order
Service Levels
Software
Software Specifications
Source Code
Support Hours
Support Services
System Requirements
Term
Third-Party Software
Updates
Upgrades
User Manual
Virus
Warranties
Work Product
Grant of License
License Restrictions
Delivery and Installation
Acceptance Testing
Implementation Services
Payment Terms
Intellectual Property Rights
Warranties
Support and Maintenance
Service Levels
Training
Documentation
Confidentiality
Data Protection
Security Requirements
Audit Rights
Performance Standards
Change Control
Force Majeure
Liability
Indemnification
Insurance
Term and Termination
Exit Assistance
Assignment
Subcontracting
Dispute Resolution
Governing Law
Notices
Amendments
Entire Agreement
Severability
Waiver
Counterparts
Survival
Third Party Rights
Compliance with Laws
Anti-Bribery
Source Code Escrow
Information Technology
Financial Services
Healthcare
Manufacturing
Retail
Professional Services
Education
Government
Telecommunications
Media and Entertainment
Transportation and Logistics
Energy and Utilities
Legal
Information Technology
Procurement
Finance
Risk and Compliance
Operations
Information Security
Project Management
Technical Operations
Vendor Management
Chief Information Officer
IT Director
Procurement Manager
Legal Counsel
Contract Manager
IT Project Manager
Software Development Manager
Chief Technology Officer
Information Security Manager
Business Analyst
Systems Administrator
Finance Director
Risk Manager
Compliance Officer
Operations Manager
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