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Software Licence Agreement

Software Licence Agreement Template for Singapore

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Key Requirements PROMPT example:

Software Licence Agreement

"I need a Software Licence Agreement under Singapore law for licensing our enterprise resource planning software to a multinational manufacturer, including source code escrow provisions and specific performance metrics for system uptime."

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Document background
A Software Licence Agreement is essential when granting rights to use proprietary software in Singapore. This document establishes the legal framework for software usage, protecting the intellectual property rights of the licensor while providing the licensee with clear usage terms. The agreement must align with Singapore's robust legal framework, including recent updates to the Copyright Act 2021 and data protection regulations. It typically covers license scope, fees, maintenance, support, warranties, and liability limitations. This type of agreement is particularly crucial in Singapore's growing technology sector, where software licensing transactions are increasingly common and complex.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee

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

3. Definitions: Key terms used throughout the agreement including software description, territory, and license type

4. Grant of License: Scope and nature of the license being granted, including usage rights and restrictions

5. License Fees: Payment terms, conditions, and fee structure

6. Intellectual Property Rights: Ownership and protection of IP rights, including third-party rights

7. Confidentiality: Protection of confidential information and trade secrets

8. Term and Termination: Duration of agreement, renewal terms, and termination provisions

9. Warranties and Representations: Warranties provided by both parties and disclaimer of warranties

10. Limitation of Liability: Caps on liability and exclusions of certain types of damages

11. Data Protection: Compliance with PDPA and data handling requirements

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

Optional Sections

1. Source Code Escrow: Terms for source code protection and release conditions for business-critical software

2. Professional Services: Terms for implementation, training, or consulting services if provided

3. Service Level Agreement: Performance standards and metrics for SaaS arrangements

4. Export Controls: Compliance with export regulations for international licensing

5. Insurance: Insurance requirements and coverage specifications

Suggested Schedules

1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software

2. Schedule 2 - License Fee Schedule: Detailed breakdown of fees, payment terms, and pricing structure

3. Schedule 3 - Service Level Requirements: Performance metrics, support levels, and response times

4. Schedule 4 - Support and Maintenance Terms: Details of support services, maintenance obligations, and procedures

5. Schedule 5 - Acceptable Use Policy: Terms governing proper use of the software and restrictions

6. Schedule 6 - Data Processing Agreement: Detailed terms for handling personal data in compliance with PDPA

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Acceptance Tests
Authorized Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Intellectual Property Rights
License Fee
License Period
Licensed Software
Maintenance Services
Modifications
Normal Business Hours
Open Source Software
Personal Data
Service Levels
Software Updates
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third Party Software
Updates
Upgrades
User Acceptance Testing
User Manual
Virus
Working Hours
Clauses
Grant of License
License Restrictions
Intellectual Property Rights
Fees and Payment
Delivery and Installation
Acceptance Testing
Support and Maintenance
Training
Warranties
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Force Majeure
Term and Termination
Effect of Termination
Assignment and Sublicensing
Source Code Escrow
Audit Rights
Service Levels
Dispute Resolution
Governing Law
Notice Requirements
Export Control
Anti-Bribery and Corruption
Non-Solicitation
Insurance
Entire Agreement
Severability
Third Party Rights
Variation and Waiver
Counterparts
Industries

Copyright Act 2021: Primary legislation governing software protection as literary works, including rights of copyright owners, duration of protection, licensing provisions, and infringement remedies

Patents Act 1994: Legislation covering patentability of software-related inventions, patent licensing considerations, and patent infringement provisions

Personal Data Protection Act 2012: Regulates data protection requirements including collection, usage, disclosure, cross-border transfers, security requirements, and user privacy rights

Electronic Transactions Act 2010: Governs the validity of electronic contracts, electronic signatures, and formation of electronic agreements

Computer Misuse Act 1993: Addresses unauthorized access and modification of computer material, and security provisions relevant to software licensing

Competition Act 2004: Ensures fair competition and licensing terms, preventing anti-competitive practices in software licensing

Contract Law (Common Law): Common law principles governing contract formation, terms and conditions, warranties, representations, termination provisions, and limitation of liability

Consumer Protection (Fair Trading) Act: Protects consumer interests in software licensing, including fair trading provisions and prevention of unfair practices

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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