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Software Vendor Contract
"Need a Software Vendor Contract for a cloud-based CRM system we're purchasing from a US vendor, with specific emphasis on data protection and HIPAA compliance as we'll be handling patient data, planned implementation by March 2025."
1. Parties: Identifies and defines the contracting parties - vendor and customer
2. Background: Context of the agreement and high-level purpose
3. Definitions: Key terms used throughout the agreement
4. License Grant: Scope and terms of software license
5. Payment Terms: Pricing, payment schedule, and related conditions
6. Term and Termination: Duration of agreement and termination conditions
7. Intellectual Property Rights: Ownership and protection of IP
8. Confidentiality: Protection of confidential information
9. Warranties: Software performance guarantees and disclaimers
1. Service Level Agreement: Performance metrics and standards for ongoing services or cloud-based solutions
2. Data Protection: Data handling and privacy requirements when personal data is processed
3. Implementation Services: Terms for software installation and setup services
4. Training: Terms for user training provision when included in the agreement
5. Source Code Escrow: Terms for source code protection when source code access might be needed
1. Software Specification: Detailed description of software functionality
2. Service Level Parameters: Detailed performance metrics and remedies
3. Fee Schedule: Detailed pricing breakdown and payment terms
4. Support Services Description: Details of maintenance and support services
5. Data Processing Agreement: Detailed data protection terms and procedures
6. Acceptable Use Policy: Rules and restrictions for software use
Authors
Authorized Users
Confidential Information
Documentation
Effective Date
Fees
Intellectual Property Rights
License
Maintenance Services
Professional Services
Service Level Agreement (SLA)
Software
Source Code
Specifications
Support Services
Term
Third-Party Software
Updates
Upgrades
User Data
Virus
Work Product
Working Day
Acceptance Criteria
Acceptance Tests
Business Hours
Customer Materials
Deliverables
Error
Implementation Services
License Key
Maintenance Release
Personal Data
Security Breach
Service Credits
System Requirements
Territory
Vendor Materials
Payment Terms
Intellectual Property Rights
Confidentiality
Data Protection
Service Levels
Warranties
Limitation of Liability
Indemnification
Term and Termination
Force Majeure
Implementation and Acceptance
Maintenance and Support
Security Requirements
Audit Rights
Assignment
Non-Solicitation
Dispute Resolution
Governing Law
Insurance
Change Control
Export Control
Source Code Escrow
Training
Documentation
Updates and Upgrades
Third-Party Software
Disaster Recovery
Service Availability
Performance Monitoring
User Access
Exit Management
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