The Software Vendor Contract serves as the primary legal framework for software licensing and implementation arrangements in Malaysia. This document is essential when organizations seek to procure software solutions from vendors, whether for on-premises installation or cloud-based services. It encompasses crucial elements such as license grants, usage rights, implementation timelines, acceptance testing, maintenance services, and compliance with Malaysian regulations including the Electronic Commerce Act 2006 and Personal Data Protection Act 2010. The contract addresses both technical and commercial aspects, ensuring clear delineation of responsibilities, risk allocation, and protection of intellectual property rights. It's particularly important in the Malaysian context where digital transformation initiatives are accelerating across industries, requiring robust legal frameworks for software procurement and implementation.
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1. Parties: Identification of the vendor and customer, including registration details and addresses
2. Background: Context of the agreement, brief description of the software and purpose
3. Definitions: Defined terms used throughout the agreement, including technical terms specific to the software
4. Scope of License: Details of software license grant, usage rights, and restrictions
5. Delivery and Implementation: Terms regarding software delivery, installation, and implementation timeline
6. Acceptance Testing: Procedures for testing and accepting the software
7. Fees and Payment: Payment terms, licensing fees, and payment schedule
8. Intellectual Property Rights: Ownership of IP, protection of rights, and licensing terms
9. Warranties and Representations: Warranties regarding software performance, functionality, and compliance
10. Support and Maintenance: Terms for ongoing support, updates, and maintenance services
11. Data Protection and Security: Compliance with PDPA and data security requirements
12. Confidentiality: Protection of confidential information and trade secrets
13. Term and Termination: Duration of agreement and termination provisions
14. Limitation of Liability: Limits on liability and exclusions
15. General Provisions: Standard clauses including governing law, notices, and dispute resolution
1. Third-Party Software: Include when the software incorporates third-party components or requires third-party licenses
2. Professional Services: Include when additional professional services like training or customization are part of the agreement
3. Service Level Agreement: Include when specific performance metrics and service levels are required
4. Disaster Recovery: Include when the software is business-critical and requires disaster recovery provisions
5. Export Control: Include when the software may be subject to export control regulations
6. Source Code Escrow: Include when source code escrow arrangements are required for business continuity
7. Change Control: Include when formal processes for managing changes to the software are needed
8. Audit Rights: Include when the customer requires rights to audit usage or compliance
1. Schedule 1 - Software Description: Detailed description of the software, including functionality and technical specifications
2. Schedule 2 - License Terms: Detailed license terms, usage restrictions, and user limits
3. Schedule 3 - Service Level Agreement: Performance metrics, response times, and service quality standards
4. Schedule 4 - Support and Maintenance Services: Detailed description of support services, maintenance terms, and procedures
5. Schedule 5 - Fees and Payment Schedule: Detailed breakdown of all fees, payment terms, and schedule
6. Schedule 6 - Implementation Plan: Timeline and milestones for software implementation
7. Schedule 7 - Acceptance Testing Criteria: Detailed testing procedures and acceptance criteria
8. Schedule 8 - Data Processing Agreement: Terms for processing personal data in compliance with PDPA
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