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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
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
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
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