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1. Parties: Identification of the licensor and licensee, including their legal status and registered addresses
2. Background: Context of the agreement, brief description of the software, and purpose of the license
3. Definitions: Definitions of key terms used throughout the agreement, including technical terms and Philippine law-specific terminology
4. Grant of License: Scope and nature of the license granted, including usage rights, restrictions, and territory
5. License Fees and Payment Terms: Financial terms, payment schedule, taxes, and currency specifications
6. Intellectual Property Rights: Declaration of ownership rights, protection of IP, and compliance with Philippine IP Code
7. Confidentiality: Protection of confidential information and trade secrets
8. Term and Termination: Duration of the agreement, renewal terms, and termination conditions
9. Warranties and Representations: Software performance guarantees and compliance with Philippine laws
10. Limitation of Liability: Scope of liability limitations under Philippine law
11. Data Privacy and Protection: Compliance with Philippine Data Privacy Act requirements
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
13. General Provisions: Standard clauses including force majeure, notices, and assignment rights
1. Source Code Escrow: Terms for source code escrow arrangements, recommended for business-critical software
2. Professional Services: Terms for additional services like implementation, training, or customization
3. Service Level Agreement: Performance metrics and service levels for cloud-based or hosted software
4. Third-Party Software: Terms relating to incorporated third-party software components
5. Export Control: Compliance with export regulations, needed for international usage
6. Disaster Recovery: Requirements for backup and recovery procedures, important for critical systems
7. Change Control: Procedures for implementing changes to the software or terms
8. User Acceptance Testing: Procedures and criteria for software acceptance, relevant for custom software
1. Schedule 1 - Software Description: Detailed description of the software, including features and functionality
2. Schedule 2 - Technical Requirements: Hardware and system requirements for software operation
3. Schedule 3 - License Fees: Detailed breakdown of license fees, payment terms, and calculations
4. Schedule 4 - Support and Maintenance Terms: Details of support services, response times, and maintenance procedures
5. Schedule 5 - Service Levels: Detailed service level metrics and performance standards
6. Appendix A - Authorized Users: Definition and list of authorized users or user categories
7. Appendix B - Security Requirements: Security protocols and requirements for software usage
8. Appendix C - Data Processing Terms: Detailed terms for handling personal data under Philippine Data Privacy Act
Information Technology
Financial Services
Healthcare
Education
Government
Manufacturing
Retail
Telecommunications
Professional Services
E-commerce
Business Process Outsourcing
Real Estate
Legal
Information Technology
Procurement
Compliance
Information Security
Software Development
Vendor Management
Risk Management
Operations
Finance
Business Development
Chief Technology Officer
IT Director
Legal Counsel
Procurement Manager
Software Development Manager
Compliance Officer
Information Security Officer
Contract Manager
Business Development Manager
Operations Director
Risk Manager
Technology Procurement Specialist
Software Asset Manager
Vendor Management Officer
Chief Information Officer
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