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Master Software Agreement for United Arab Emirates

Master Software Agreement Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that establishes the framework for software licensing, implementation, and ongoing services between a software provider and customer. This agreement serves as the primary contract governing the overall software relationship, including licensing terms, service levels, support obligations, data protection requirements, and commercial terms. It incorporates UAE-specific legal requirements, including compliance with Federal Law No. 1 of 2006 on Electronic Commerce and Transactions and Federal Decree Law No. 45 of 2021 on Personal Data Protection, while providing a flexible structure that can accommodate various software delivery models and service arrangements.

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What is a Master Software Agreement?

The Master Software Agreement is designed for use in the United Arab Emirates when establishing a long-term software licensing and services relationship between a software provider and customer. This agreement provides the foundational framework for all software-related transactions, covering essential aspects such as licensing rights, service levels, support obligations, data protection, and commercial terms. It is particularly suited for complex software arrangements where multiple statements of work or service orders may be executed over time. The agreement ensures compliance with UAE technology laws, including Federal Law No. 1 of 2006 on Electronic Commerce and Transactions and Federal Decree Law No. 45 of 2021 on Personal Data Protection, while incorporating international software industry best practices. It is structured to accommodate various software delivery models, including on-premises, cloud-based, or hybrid solutions.

What sections should be included in a Master Software Agreement?

1. Parties: Identification of the contracting parties including full legal names, addresses, and registration details as required under UAE law

2. Background: Context of the agreement, relationship between parties, and general purpose of the software arrangement

3. Definitions: Comprehensive definitions of terms used throughout the agreement, including technical and legal terminology

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

5. Fees and Payment: Payment terms, fee structure, invoicing, and payment methods

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

7. Confidentiality: Protection of confidential information, trade secrets, and data

8. Data Protection and Security: Compliance with UAE data protection laws, security requirements, and data handling procedures

9. Service Levels: Performance standards, availability requirements, and service level metrics

10. Support and Maintenance: Technical support scope, maintenance services, and response times

11. Term and Termination: Duration, renewal terms, termination rights, and post-termination obligations

12. Warranties and Representations: Standard warranties, compliance with UAE laws, and service performance guarantees

13. Limitation of Liability: Liability caps, exclusions, and indemnification provisions

14. Governing Law and Dispute Resolution: UAE law governance, jurisdiction, and dispute resolution procedures

15. General Provisions: Standard boilerplate clauses including notice, assignment, and amendment procedures

What sections are optional to include in a Master Software Agreement?

1. Professional Services: Include when implementation, configuration, or customization services are part of the arrangement

2. Hardware Requirements: Include when specific hardware is required for software operation or when hardware is provided as part of the solution

3. Third-Party Software: Include when third-party software components are part of the solution

4. Disaster Recovery: Include for critical software systems requiring specific recovery procedures

5. Source Code Escrow: Include when source code escrow arrangements are required for business continuity

6. Change Control: Include when formal change management procedures are needed

7. Training Services: Include when user training is part of the agreement

8. Export Control: Include when software is subject to export control regulations

9. Cloud Services Terms: Include for cloud-based software solutions

What schedules should be included in a Master Software Agreement?

1. Schedule 1 - Software Description: Detailed description of software modules, functionality, and technical specifications

2. Schedule 2 - Service Level Agreement: Detailed service levels, metrics, and remedies

3. Schedule 3 - Support Services: Support terms, procedures, and escalation processes

4. Schedule 4 - Fee Schedule: Detailed pricing, payment terms, and fee calculations

5. Schedule 5 - Implementation Plan: Project timeline, milestones, and deliverables

6. Schedule 6 - Technical Requirements: System requirements, integration specifications, and technical standards

7. Schedule 7 - Data Processing Agreement: Detailed data handling procedures and compliance requirements

8. Appendix A - Authorized Users: List of authorized users and access levels

9. Appendix B - Acceptable Use Policy: Rules and restrictions for software usage

10. Appendix C - Security Requirements: Security protocols, standards, and compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions


























































Clauses















































Relevant Industries

Technology

Banking and Financial Services

Healthcare

Government and Public Sector

Retail

Manufacturing

Education

Telecommunications

Energy and Utilities

Professional Services

Real Estate

Hospitality

Transportation and Logistics

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Information Security

Compliance

Vendor Management

Enterprise Architecture

Solutions Development

IT Operations

Digital Transformation

Risk Management

Finance

Relevant Roles

Chief Technology Officer

Chief Information Officer

IT Director

Procurement Manager

Legal Counsel

Contract Manager

Software Development Manager

Information Security Officer

Compliance Officer

Technology Procurement Specialist

Vendor Management Director

Enterprise Architect

Solutions Architect

IT Operations Manager

Digital Transformation Director

Industries









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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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