The Enterprise Term License Agreement serves as the primary contractual framework for large-scale software licensing arrangements in the Philippine business environment. This document is essential when organizations seek to implement enterprise-wide software solutions, requiring comprehensive terms that address implementation, maintenance, support, and compliance aspects. It is specifically structured to comply with Philippine legislation, including the Intellectual Property Code, Data Privacy Act, and Electronic Commerce Act, while incorporating international best practices for software licensing. The agreement typically covers multiple users or locations within an organization and includes detailed provisions for service levels, support commitments, and data protection measures. Organizations should use this agreement when acquiring enterprise software solutions that are critical to their operations and require long-term vendor relationships with clearly defined rights and obligations.
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1. Parties: Identifies the contracting parties - the licensor and licensee, including their complete legal names, addresses, and registration details
2. Background: Sets out the context of the agreement, including the nature of the licensed software and the parties' business relationship
3. Definitions: Defines key terms used throughout the agreement, including technical terms, software components, and legal concepts
4. Grant of License: Specifies the scope, nature, and limitations of the license being granted, including usage rights and restrictions
5. Term and Termination: Details the duration of the agreement, renewal terms, and circumstances for termination
6. Fees and Payment: Outlines the license fees, payment terms, and any recurring charges
7. Software Delivery and Implementation: Describes the delivery method, installation process, and implementation requirements
8. Service Levels: Defines performance standards, availability requirements, and support commitments
9. Warranties and Disclaimers: States warranties provided and disclaimers regarding software performance and functionality
10. Intellectual Property Rights: Affirms ownership of IP rights and protections for proprietary information
11. Confidentiality: Establishes obligations regarding confidential information exchange
12. Data Protection and Privacy: Addresses compliance with Philippine Data Privacy Act and data handling requirements
13. Limitation of Liability: Sets boundaries on parties' liability and specifies indemnification obligations
14. General Provisions: Contains standard clauses including governing law, dispute resolution, and notice requirements
1. Professional Services: Include when additional services such as customization or consulting are part of the agreement
2. Disaster Recovery: Add for critical enterprise systems requiring specific disaster recovery commitments
3. Export Controls: Include when software may be subject to international trade restrictions
4. Source Code Escrow: Add when source code escrow arrangements are required for business continuity
5. Change Control: Include when formal processes for changes to software or services are needed
6. Audit Rights: Add when specific audit requirements for usage or compliance are needed
7. Enterprise-wide License Terms: Include when license extends to affiliates or group companies
8. Hardware Requirements: Add when specific hardware specifications are critical for software operation
1. Schedule A - Licensed Software: Detailed description of all software components covered by the license
2. Schedule B - Service Level Agreement: Detailed service levels, metrics, and remedies for non-compliance
3. Schedule C - Fee Schedule: Detailed breakdown of all fees, including license fees, maintenance fees, and payment schedules
4. Schedule D - Technical Requirements: Specifications for hardware, software, and network requirements
5. Schedule E - Support Services: Details of support and maintenance services provided
6. Schedule F - Implementation Plan: Timeline and milestones for software implementation
7. Appendix 1 - Authorized Users: Definition and listing of authorized users or user categories
8. Appendix 2 - Security Requirements: Specific security protocols and requirements for software operation
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