The Master Software License Agreement (MSLA) is designed for software companies operating in Canada who need a robust legal framework for licensing their software products to customers. It serves as an umbrella agreement that governs all software licensing relationships between the parties, typically followed by specific order forms or statements of work for individual transactions. The agreement ensures compliance with Canadian federal and provincial laws, including privacy legislation (PIPEDA), intellectual property laws, and consumer protection regulations. It's particularly useful for ongoing relationships where multiple software products or modules may be licensed over time, as it establishes consistent terms and conditions while allowing flexibility for specific licensing details through schedules and appendices. The MSLA addresses key aspects such as license scope, usage restrictions, maintenance and support, data protection, and liability limitations within the Canadian legal context.
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1. Parties: Identification of the licensor and licensee, including full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the MSLA
3. Definitions: Detailed definitions of terms used throughout the agreement
4. License Grant: Scope of license, permitted uses, and restrictions on use of the software
5. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of infringement claims
6. Fees and Payment: License fees, payment terms, taxes, and invoice procedures
7. Term and Termination: Duration of agreement, renewal terms, and termination rights
8. Confidentiality: Protection of confidential information and trade secrets
9. Warranties: Software performance warranties and disclaimers
10. Limitation of Liability: Caps on liability and exclusions of certain types of damages
11. Support and Maintenance: Basic terms for technical support and software maintenance
12. Data Protection: Compliance with privacy laws and data security requirements
13. General Provisions: Standard legal terms including governing law, notices, and assignment
1. Professional Services: Include when implementation or consulting services are part of the arrangement
2. Service Levels: Include for cloud-based software or when specific performance metrics are required
3. Disaster Recovery: Include for business-critical software applications
4. Source Code Escrow: Include when source code escrow arrangements are required for business continuity
5. Export Controls: Include for international licensing or when software contains controlled technology
6. Insurance: Include when specific insurance requirements are needed beyond standard coverage
7. Audit Rights: Include when usage monitoring and audit provisions are required
8. Change Control: Include when formal processes for changes to software or terms are needed
1. Schedule A - Licensed Software: Detailed description of licensed software components and versions
2. Schedule B - License Fees: Detailed fee structure, pricing tiers, and payment schedules
3. Schedule C - Service Level Agreement: Detailed performance metrics, support levels, and response times
4. Schedule D - Technical Requirements: Hardware and software requirements for operating the licensed software
5. Schedule E - Support and Maintenance Services: Detailed description of support services, maintenance windows, and procedures
6. Schedule F - Data Processing Agreement: Detailed terms for handling personal data and ensuring privacy compliance
7. Appendix 1 - Authorized Users: Definition and categories of authorized users and access levels
8. Appendix 2 - Security Requirements: Detailed security standards and compliance requirements
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