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Software Supply Agreement
"I need a Software Supply Agreement for supplying a cloud-based accounting software to a Malaysian retail chain, including implementation services and 24/7 support, with the contract starting March 1, 2025."
1. Parties: Identification of the supplier and customer, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, brief description of the software, and general purpose of the arrangement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Supply of Software: Core obligations regarding the supply, delivery, and installation of the software
5. Implementation and Acceptance: Process for implementing the software and acceptance testing procedures
6. License Grant: Terms of software license, including scope, restrictions, and usage rights
7. Intellectual Property Rights: Ownership and protection of IP rights in the software and related materials
8. Fees and Payment: Payment terms, pricing, invoicing, and payment schedules
9. Support and Maintenance: Ongoing support obligations and maintenance services
10. Warranties and Representations: Warranties regarding software performance, compliance with specifications, and general representations
11. Data Protection and Security: Obligations regarding data protection, security measures, and compliance with PDPA
12. Confidentiality: Protection of confidential information and trade secrets
13. Limitation of Liability: Limitations and exclusions of liability
14. Term and Termination: Duration of agreement and circumstances for termination
15. Force Majeure: Provisions for unforeseen circumstances affecting performance
16. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Training: Include when the supplier will provide training services for the software
2. Third-Party Software: Include when third-party software components are part of the supply
3. Hardware Requirements: Include when specific hardware is required for the software to function
4. Source Code Escrow: Include when source code escrow arrangements are required for business continuity
5. Service Levels: Include when specific performance metrics and service levels are required
6. Change Control: Include when formal processes for changes to software or specifications are needed
7. Disaster Recovery: Include when specific disaster recovery obligations are required
8. Data Migration: Include when data migration services are part of the supply
9. Export Control: Include when software is subject to export control regulations
1. Schedule 1 - Software Description: Detailed description of the software, including specifications and functionality
2. Schedule 2 - Implementation Plan: Detailed timeline and milestones for software implementation
3. Schedule 3 - Acceptance Testing: Acceptance criteria and testing procedures
4. Schedule 4 - Fee Schedule: Detailed breakdown of fees, payment milestones, and pricing
5. Schedule 5 - Service Level Agreement: Detailed service levels and performance metrics
6. Schedule 6 - Support and Maintenance Services: Detailed description of support and maintenance services
7. Schedule 7 - Technical Requirements: Technical specifications and system requirements
8. Appendix A - Form of Change Order: Template for documenting and approving changes
9. Appendix B - Security Requirements: Detailed security requirements and standards
Authors
Information Technology
Financial Services
Healthcare
Manufacturing
Retail
Education
Government
Telecommunications
E-commerce
Professional Services
Banking
Insurance
Logistics
Construction
Energy
Hospitality
Legal
Information Technology
Procurement
Compliance
Information Security
Risk Management
Vendor Management
Operations
Finance
Project Management
Digital Transformation
Enterprise Architecture
Chief Information Officer
IT Director
Chief Technology Officer
Procurement Manager
Legal Counsel
Contract Manager
IT Project Manager
Software Development Manager
Systems Administrator
Compliance Officer
Information Security Manager
Technology Risk Manager
Vendor Management Officer
IT Operations Manager
Digital Transformation Director
Enterprise Architect
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