This Enterprise Software License Agreement template is designed to facilitate commercial software licensing transactions in the Philippines between software providers and enterprise customers. It is particularly suitable for medium to large-scale software deployments where comprehensive terms are required to govern the relationship between the parties. The document addresses key aspects of software licensing including usage rights, territorial restrictions, maintenance and support obligations, and data protection requirements. It incorporates compliance measures for Philippine regulations including the Electronic Commerce Act (RA 8792), Data Privacy Act (RA 10173), and Intellectual Property Code (RA 8293). The agreement is structured to accommodate both traditional on-premise software deployments and modern cloud-based solutions, making it adaptable to various enterprise software licensing scenarios while maintaining legal compliance with Philippine law.
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1. Parties: Identification of the licensor and licensee, including registered addresses and company details
2. Background: Context of the agreement, brief description of the software, and purpose of the license
3. Definitions: Detailed definitions of technical terms, software components, and key concepts used throughout the agreement
4. License Grant: Scope of the license, usage rights, restrictions, and territory limitations
5. Term and Termination: Duration of the license, renewal terms, and circumstances for termination
6. Fees and Payment: License fees, payment terms, invoicing, and late payment consequences
7. Delivery and Implementation: Software delivery method, installation requirements, and implementation timeline
8. Maintenance and Support: Support services, maintenance terms, service levels, and response times
9. Intellectual Property Rights: ownership of IP, protection measures, and infringement procedures
10. Warranties and Representations: Software performance warranties, compliance with laws, and standard commercial warranties
11. Liability and Indemnification: Limitation of liability, indemnification obligations, and risk allocation
12. Confidentiality: Protection of confidential information, data security, and non-disclosure obligations
13. Data Privacy and Protection: Compliance with Philippine Data Privacy Act and data handling requirements
14. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Source Code Escrow: Terms for source code escrow arrangement, used when critical software requires backup access
2. Professional Services: Additional services beyond standard support, included when custom development or consulting is needed
3. Disaster Recovery: Backup and recovery procedures, included for business-critical applications
4. Export Controls: Export compliance terms, needed when software may be accessed across borders
5. Third-Party Software: Terms relating to incorporated third-party components, used when relevant
6. Hardware Requirements: Specific hardware specifications, included when software has specific infrastructure needs
7. Training: Training and knowledge transfer provisions, included for complex software systems
8. Audit Rights: Software usage audit terms, included for complex licensing metrics
1. Schedule 1 - Software Description: Detailed description of licensed software, modules, and functionality
2. Schedule 2 - Service Level Agreement: Detailed support levels, response times, and performance metrics
3. Schedule 3 - Fee Schedule: Detailed breakdown of license fees, payment schedules, and pricing terms
4. Schedule 4 - Technical Requirements: Software technical specifications and system requirements
5. Schedule 5 - Implementation Plan: Deployment timeline, milestones, and acceptance criteria
6. Schedule 6 - Support Services: Detailed description of maintenance and support services
7. Appendix A - Authorized Users: Definition and limitations of authorized user categories
8. Appendix B - Data Processing Terms: Detailed data handling and privacy compliance requirements
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