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Software Supply Agreement for Malaysia

Software Supply Agreement Template for Malaysia

A comprehensive legal agreement governed by Malaysian law that establishes the terms and conditions for the supply, implementation, and licensing of software products or solutions. This document outlines the rights and obligations of both the supplier and customer, including delivery requirements, acceptance procedures, payment terms, intellectual property rights, warranties, and support services. It incorporates specific provisions to comply with Malaysian legislation, including the Personal Data Protection Act 2010, Digital Signature Act 1997, and relevant electronic commerce laws, while providing a robust framework for software procurement and implementation.

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What is a Software Supply Agreement?

The Software Supply Agreement serves as a crucial legal instrument for organizations in Malaysia seeking to procure software solutions from vendors or developers. This document is essential when a business needs to formally establish the terms of software delivery, implementation, and ongoing support, while ensuring compliance with Malaysian legal requirements. The agreement typically covers software specifications, acceptance testing, license terms, maintenance provisions, and warranty obligations. It's particularly important for protecting both parties' interests in software transactions, addressing intellectual property rights, data protection, and performance standards. The document should be customized based on the specific software being supplied, the implementation requirements, and the particular needs of both supplier and customer, while maintaining alignment with Malaysian contract law and relevant technology regulations.

What sections should be included in a Software Supply Agreement?

1. Parties: Identification of the supplier and customer, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, brief description of the software, and general purpose of the arrangement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Supply of Software: Core obligations regarding the supply, delivery, and installation of the software

5. Implementation and Acceptance: Process for implementing the software and acceptance testing procedures

6. License Grant: Terms of software license, including scope, restrictions, and usage rights

7. Intellectual Property Rights: Ownership and protection of IP rights in the software and related materials

8. Fees and Payment: Payment terms, pricing, invoicing, and payment schedules

9. Support and Maintenance: Ongoing support obligations and maintenance services

10. Warranties and Representations: Warranties regarding software performance, compliance with specifications, and general representations

11. Data Protection and Security: Obligations regarding data protection, security measures, and compliance with PDPA

12. Confidentiality: Protection of confidential information and trade secrets

13. Limitation of Liability: Limitations and exclusions of liability

14. Term and Termination: Duration of agreement and circumstances for termination

15. Force Majeure: Provisions for unforeseen circumstances affecting performance

16. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law

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

1. Training: Include when the supplier will provide training services for the software

2. Third-Party Software: Include when third-party software components are part of the supply

3. Hardware Requirements: Include when specific hardware is required for the software to function

4. Source Code Escrow: Include when source code escrow arrangements are required for business continuity

5. Service Levels: Include when specific performance metrics and service levels are required

6. Change Control: Include when formal processes for changes to software or specifications are needed

7. Disaster Recovery: Include when specific disaster recovery obligations are required

8. Data Migration: Include when data migration services are part of the supply

9. Export Control: Include when software is subject to export control regulations

What schedules should be included in a Software Supply Agreement?

1. Schedule 1 - Software Description: Detailed description of the software, including specifications and functionality

2. Schedule 2 - Implementation Plan: Detailed timeline and milestones for software implementation

3. Schedule 3 - Acceptance Testing: Acceptance criteria and testing procedures

4. Schedule 4 - Fee Schedule: Detailed breakdown of fees, payment milestones, and pricing

5. Schedule 5 - Service Level Agreement: Detailed service levels and performance metrics

6. Schedule 6 - Support and Maintenance Services: Detailed description of support and maintenance services

7. Schedule 7 - Technical Requirements: Technical specifications and system requirements

8. Appendix A - Form of Change Order: Template for documenting and approving changes

9. Appendix B - Security Requirements: Detailed security requirements and standards

Authors

Alex Denne

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

Jurisdiction

Malaysia

Publisher

Genie AI

Document Type

Supply Agreement

Cost

Free to use

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