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Master Software License Agreement
"Need a Master Software License Agreement for our new cloud-based analytics software that we'll be licensing to financial institutions in Singapore, with specific provisions for data security and regulatory compliance, planned for release in March 2025."
1. Parties: Identification of the licensor and licensee, including full legal names and registered addresses
2. Background: Context of the agreement and brief description of the software and business relationship
3. Definitions: Key terms used throughout the agreement including Software, Documentation, Intellectual Property Rights, etc.
4. License Grant: Scope of license, permitted uses, restrictions, and territory
5. Fees and Payment: License fees, payment terms, taxes, and late payment consequences
6. Intellectual Property Rights: Ownership of IP, protection measures, and infringement handling
7. Confidentiality: Protection of confidential information and trade secrets
8. Term and Termination: Duration, renewal terms, and termination rights
9. Warranties and Limitations: Software warranties, disclaimers, and limitation of liability
1. Professional Services: Terms for implementation, training, or customization services when additional services are provided beyond the software license
2. Service Levels: Performance standards, availability commitments, and support terms for cloud-based or hosted software solutions
3. Data Protection: PDPA compliance and data handling requirements when personal data processing is involved
4. Source Code Escrow: Terms for source code deposit and release conditions when critical software requires business continuity protection
1. Software Description Schedule: Detailed description of licensed software and components
2. Fee Schedule: Detailed breakdown of license fees and payment schedule
3. Technical Requirements Schedule: Hardware and software requirements for operation
4. Service Level Agreement: Detailed service levels and support terms
5. Data Processing Agreement: Detailed terms for personal data processing compliance
6. Authorized Users Schedule: List of permitted users or user categories
Authors
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Fees
Force Majeure Event
Initial Term
Intellectual Property Rights
License
License Fee
License Term
Licensed Materials
Maintenance Services
Personal Data
Professional Services
Renewal Term
Service Levels
Software
Software Updates
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third Party Software
User Acceptance Testing
Virus
Warranty Period
Work Product
Permitted Use
License Restrictions
Intellectual Property Rights
Delivery and Installation
Acceptance Testing
Fees and Payment
Taxes
Confidentiality
Data Protection
Security Requirements
Warranties
Limitation of Liability
Indemnification
Force Majeure
Term and Termination
Effect of Termination
Maintenance and Support
Service Levels
Audit Rights
Assignment
Subcontracting
Export Control
Compliance with Laws
Insurance
Notice
Governing Law
Dispute Resolution
Entire Agreement
Severability
Third Party Rights
Source Code Escrow
Business Continuity
Change Control
Anti-Bribery
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