Master License Agreement Template for Singapore

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Key Requirements PROMPT example:

Master License Agreement

"I need a Master License Agreement for my software company based in Singapore to license our new AI analytics platform to enterprise customers in Southeast Asia, with specific provisions for data protection and source code protection."

Document background
The Master License Agreement is a fundamental document used when establishing a long-term software licensing relationship between parties under Singapore law. It provides a comprehensive framework for managing software licenses, establishing rights and obligations, and ensuring compliance with Singapore's regulatory requirements, including the PDPA and Copyright Act. This agreement is particularly crucial when dealing with multiple software products or when licensing arrangements may expand over time, as it sets the foundational terms that govern all subsequent licensing transactions.
Suggested Sections

1. Parties: Identification of licensor and licensee, including full legal names and addresses

2. Background: Context of the agreement and brief description of the licensed property/software

3. Definitions: Key terms used throughout the agreement including Licensed Software, Documentation, Intellectual Property Rights

4. Grant of License: Scope of license, usage rights, and restrictions

5. License Fees and Payment: Payment terms, frequency, and method

6. Intellectual Property Rights: Ownership and protection of IP rights

7. Confidentiality: Protection of confidential information and trade secrets

8. Term and Termination: Duration of agreement and termination conditions

9. Governing Law: Singapore law provisions and jurisdiction

Optional Sections

1. Service Levels: Performance standards and metrics for software availability and functionality

2. Data Protection: PDPA compliance requirements and data handling procedures

3. Source Code Escrow: Terms for source code protection and release conditions

4. Export Controls: Export compliance requirements and international usage restrictions

Suggested Schedules

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

2. Schedule 2 - Fee Schedule: Detailed breakdown of license fees and payment terms

3. Schedule 3 - Service Level Agreement: Detailed performance metrics and remedies

4. Schedule 4 - Technical Support Terms: Support service levels and procedures

5. Schedule 5 - Authorized Users: List of authorized users or user categories

6. Schedule 6 - Data Processing Agreement: Detailed data protection and processing terms

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

Clauses
Industries

Copyright Act 2021: Primary legislation governing copyright protection in Singapore, crucial for software licensing and intellectual property rights

Patents Act: Regulates patent protection and enforcement in Singapore, relevant for any patented technology included in the license

Trade Marks Act: Governs trademark protection and usage in Singapore, important for brand and product naming rights

Computer Misuse Act: Addresses cybersecurity and computer crimes, relevant for security provisions in software licensing

Personal Data Protection Act 2012: Regulates the collection, use, disclosure and care of personal data, crucial for data handling provisions

Electronic Transactions Act: Provides legal framework for electronic transactions and digital signatures

Singapore Contract Law: Fundamental contract law principles governing formation and enforcement of agreements in Singapore

Unfair Contract Terms Act: Regulates unfair terms in contracts, ensuring balance between parties' rights and obligations

Sale of Goods Act: Governs transactions involving the sale of goods, may apply to software product licensing

Competition Act: Regulates anti-competitive practices and ensures fair market competition

Consumer Protection (Fair Trading) Act: Protects consumer interests in commercial transactions, applicable if licensing to consumers

Export Control Regulations: Governs international transfer of technology and software, important for cross-border licensing

Open Source Requirements: Regulations and obligations regarding the use and distribution of open-source software components

Cross-border Data Transfer Regulations: Rules governing the international transfer of data and information between jurisdictions

Industry-Specific Compliance: Sector-specific regulations and standards that may apply to particular industries or use cases

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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