The ELA Enterprise License Agreement is a crucial document for software providers and enterprise customers operating in the Philippines. It is specifically designed to comply with Philippine legislation, including the Intellectual Property Code, Data Privacy Act, and E-commerce Act. This agreement is typically used when an organization needs to license enterprise-level software solutions with multiple user access, requiring detailed terms for deployment, customization, and ongoing support. The agreement addresses complex requirements including data protection, intellectual property rights, service levels, and compliance with local regulations. It is particularly relevant for large-scale software implementations where enterprise-wide usage rights, comprehensive support, and maintenance terms need to be clearly defined.
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1. Parties: Identification of the licensor and licensee, including complete legal names, addresses, and registration details
2. Background: Context of the agreement, brief description of the software/product, and purpose of the licensing arrangement
3. Definitions: Detailed definitions of technical terms, legal terms, and key concepts used throughout the agreement
4. License Grant: Scope of license, usage rights, restrictions, and territory limitations
5. Payment Terms: License fees, payment schedule, taxes, and related financial obligations
6. Intellectual Property Rights: Ownership of IP, protection of rights, and restrictions on use
7. Confidentiality: Protection of confidential information, trade secrets, and data security obligations
8. Data Privacy and Protection: Compliance with Philippine Data Privacy Act and data handling requirements
9. Warranties and Representations: Standard warranties, service levels, and performance guarantees
10. Term and Termination: Duration of agreement, renewal terms, and termination conditions
11. Liability and Indemnification: Limitation of liability, indemnification obligations, and risk allocation
12. General Provisions: Standard boilerplate clauses including governing law, dispute resolution, and notices
1. Source Code Escrow: Optional provisions for source code escrow arrangements, used when enterprise requires additional security
2. Professional Services: Additional terms for implementation, training, or consulting services if provided
3. Hardware Requirements: Specific hardware requirements or restrictions, if applicable
4. Disaster Recovery: Specific disaster recovery and business continuity requirements, if needed
5. Audit Rights: Rights to audit usage and compliance, if required by licensor
6. Multi-site Deployment: Additional terms for multi-location or multi-subsidiary deployment
7. Export Controls: Export control provisions if software contains restricted technologies
1. Schedule A - Licensed Software: Detailed description of licensed software, modules, and components
2. Schedule B - Technical Specifications: Technical requirements, system specifications, and performance metrics
3. Schedule C - Service Level Agreement: Detailed service levels, support terms, and response times
4. Schedule D - Fee Schedule: Detailed breakdown of license fees, maintenance fees, and payment terms
5. Schedule E - Authorized Users: Definition and limitations of authorized users and access rights
6. Schedule F - Implementation Plan: Timeline and milestones for software implementation, if applicable
7. Appendix 1 - Data Processing Agreement: Specific terms for data processing compliance with Philippine Data Privacy Act
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