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Master Software Agreement Template for United States

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Key Requirements PROMPT example:

Master Software Agreement

"I need a Master Software Agreement for my enterprise SaaS company that will be licensing multiple software products to Fortune 500 companies, with specific emphasis on data security compliance and service level commitments starting January 2025."

What is a Master Software Agreement?

The Master Software Agreement (MSA) is essential for organizations engaging in software licensing relationships in the United States. It provides a foundational framework that governs all aspects of the software relationship, from initial deployment to ongoing maintenance and support. This agreement type is particularly crucial when multiple software products or services may be licensed over time, as it eliminates the need to negotiate basic terms for each transaction. The MSA typically includes provisions for intellectual property protection, liability limitations, service level commitments, and compliance with U.S. data privacy regulations.

What sections should be included in a Master Software Agreement?

1. Parties: Identifies the contracting parties and their legal status

2. Background: Provides context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. License Grant: Specifies the scope and nature of software license

5. Payment Terms: Details pricing, payment schedule, and related terms

6. Intellectual Property Rights: Establishes ownership and rights to software and related materials

7. Confidentiality: Protects proprietary information exchanged between parties

8. Term and Termination: Specifies duration and termination conditions

9. Warranties and Disclaimers: Outlines warranties provided and limitations thereof

10. Limitation of Liability: Sets boundaries on liability of both parties

11. Governing Law: Specifies applicable law and jurisdiction

What sections are optional to include in a Master Software Agreement?

1. Service Level Agreement: Defines performance metrics and service standards when providing ongoing software services or maintenance

2. Data Processing Agreement: Governs handling of personal data, particularly relevant when processing personal data under GDPR

3. Professional Services: Terms for additional services like implementation or training when offering services beyond software license

4. Export Control: Compliance requirements for international software distribution when software is subject to export controls

5. Source Code Escrow: Terms for source code escrow arrangements when required for business continuity

What schedules should be included in a Master Software Agreement?

1. Schedule A - Software Specifications: Detailed technical specifications of the software

2. Schedule B - Service Level Metrics: Specific performance metrics and remedies

3. Schedule C - Fee Schedule: Detailed breakdown of all fees and charges

4. Schedule D - Support Services Description: Details of support services provided

5. Schedule E - Acceptable Use Policy: Guidelines for acceptable use of software

6. Schedule F - Security Requirements: Specific security standards and requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

UCITA: Uniform Computer Information Transactions Act - Governs software licenses and information technology transactions

Federal Copyright Act: Protects original works of authorship, including software code and related documentation

DMCA: Digital Millennium Copyright Act - Addresses copyright issues in the digital age, including anti-circumvention provisions

CFAA: Computer Fraud and Abuse Act - Addresses unauthorized access to computer systems and cybersecurity concerns

E-SIGN Act: Federal Electronic Signatures in Global and National Commerce Act - Validates electronic signatures and records in commercial transactions

UETA: Uniform Electronic Transactions Act - Provides legal framework for electronic transactions and signatures at state level

GDPR: General Data Protection Regulation - EU data privacy law affecting US companies dealing with EU residents' data

CCPA: California Consumer Privacy Act - Provides California residents with data privacy rights and affects businesses handling their data

HIPAA: Health Insurance Portability and Accountability Act - Regulates protection of healthcare data and patient information

Gramm-Leach-Bliley Act: Requires financial institutions to explain information-sharing practices and protect sensitive data

Patent Laws: Protects novel, non-obvious inventions including software-related innovations and methods

Trade Secret Laws: Protects confidential business information that provides competitive advantage

Trademark Laws: Protects brands, logos, and other distinctive marks used in commerce

FTC Act: Federal Trade Commission Act - Prohibits unfair or deceptive practices in commerce

Magnuson-Moss Warranty Act: Regulates consumer product warranties and requires clear disclosure of warranty terms

UCC: Uniform Commercial Code - Governs commercial transactions, including sale of goods and services

EAR: Export Administration Regulations - Controls export and re-export of commercial and dual-use items

ITAR: International Traffic in Arms Regulations - Controls export and import of defense-related articles and services

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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