A Master Software License Agreement (MSLA) is a foundational document used when a software provider wishes to license its software products to enterprise customers in the UAE market. This agreement serves as the primary framework governing the licensing relationship, incorporating essential elements required by UAE federal laws, including Federal Law No. 1 of 2006 on Electronic Commerce and Federal Law No. 7 of 2002 on Copyrights. The MSLA typically includes comprehensive terms covering license grants, usage restrictions, intellectual property rights, compliance requirements, data protection measures, and commercial terms. It is designed to provide a robust legal framework that can support multiple software products and services while ensuring compliance with UAE regulatory requirements and protecting both parties' interests in the digital economy.
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1. Parties: Identification of the licensor and licensee, including full legal names, registration details, and addresses
2. Background: Context of the agreement, brief description of the software, and general purpose of the licensing arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Software, Documentation, Intellectual Property Rights, Licensed Users, etc.
4. License Grant: Scope of the license, including type (exclusive/non-exclusive), territory, and permitted uses
5. License Restrictions: Specific prohibitions and limitations on the use of the software
6. Fees and Payment: License fees, payment terms, invoicing procedures, and consequences of non-payment
7. Intellectual Property Rights: Ownership of IP, protection measures, and handling of infringement claims
8. Confidentiality: Protection of confidential information, obligations of both parties, and duration of confidentiality obligations
9. Data Protection and Privacy: Compliance with UAE data protection laws, data handling procedures, and privacy requirements
10. Warranties and Representations: Software performance guarantees, compliance with laws, and standard warranties
11. Limitation of Liability: Caps on liability, exclusions, and allocation of risks between parties
12. Term and Termination: Duration of agreement, renewal terms, termination rights, and post-termination obligations
13. General Provisions: Standard clauses including governing law, dispute resolution, notices, and amendment procedures
1. Professional Services: Include when implementation, training, or consulting services are part of the arrangement
2. Service Levels: Include when specific performance metrics and service levels need to be maintained
3. Audit Rights: Include when licensor requires rights to audit licensee's compliance with license terms
4. Source Code Escrow: Include when source code needs to be held in escrow for business continuity purposes
5. Export Control: Include when software is subject to international export restrictions
6. Disaster Recovery: Include when specific disaster recovery and business continuity provisions are required
7. Insurance Requirements: Include when specific insurance coverage needs to be maintained by either party
8. Competition Restrictions: Include when non-compete or market restrictions apply
1. Schedule 1 - Licensed Software: Detailed description of licensed software components, versions, and specifications
2. Schedule 2 - Fee Schedule: Detailed breakdown of license fees, payment schedules, and pricing terms
3. Schedule 3 - Technical Requirements: Hardware, software, and network requirements for proper operation
4. Schedule 4 - Support and Maintenance Terms: Details of support services, maintenance procedures, and service levels
5. Schedule 5 - Security Requirements: Security standards, protocols, and compliance requirements
6. Appendix A - Authorized Users: Definition and categories of authorized users and access levels
7. Appendix B - Acceptance Testing: Testing procedures, acceptance criteria, and remediation processes
8. Appendix C - Data Processing Agreement: Specific terms for handling personal data in compliance with UAE laws
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Financial Services
Healthcare
Government Services
Education
Telecommunications
Manufacturing
Retail
Professional Services
Energy and Utilities
Real Estate
Transportation and Logistics
Media and Entertainment
Relevant Teams
Legal
Information Technology
Procurement
Information Security
Compliance
Risk Management
Finance
Software Development
Enterprise Architecture
Vendor Management
Digital Transformation
Operations
Relevant Roles
Chief Technology Officer
Chief Information Officer
IT Director
Legal Counsel
Procurement Manager
Information Security Officer
Software Development Manager
Compliance Officer
Contract Manager
Enterprise Architect
Technology Risk Manager
Software Asset Manager
Vendor Management Director
Digital Transformation Manager
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