The Master Software Agreement (MSA) is a foundational document used when establishing a long-term software licensing and services relationship between a software provider and customer under Dutch law. This agreement type is particularly crucial when the software relationship involves ongoing services, multiple products, or phased implementations. The MSA Software Agreement provides a framework that governs all subsequent software transactions, incorporating essential elements required by Dutch and EU law, including GDPR compliance, intellectual property protections, and electronic commerce regulations. It's designed to serve as an umbrella agreement under which specific software products and services can be added through schedules or statements of work, streamlining future transactions while ensuring comprehensive legal protection for all parties involved.
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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Agreement: Overview of services and software covered by the MSA
5. License Grant: Terms of software license, usage rights, and restrictions
6. Service Levels: Performance standards, availability, and support requirements
7. Intellectual Property Rights: IP ownership, protection, and related rights
8. Data Protection and Privacy: GDPR compliance and data processing terms
9. Fees and Payment: Pricing, payment terms, and invoicing procedures
10. Term and Termination: Duration, renewal, and termination provisions
11. Confidentiality: Protection of confidential information and trade secrets
12. Warranties: Software and service warranties under Dutch law
13. Liability and Indemnification: Limitation of liability and indemnification terms
14. Force Majeure: Provisions for unforeseen circumstances and force majeure events
15. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction
16. General Provisions: Miscellaneous legal provisions and boilerplate clauses
1. Professional Services: Include when implementation, training, or consulting services are part of the agreement
2. Hardware Requirements: Include when specific hardware is required for software operation
3. Third-Party Software: Include when third-party software components are part of the solution
4. Export Control: Include when software may be subject to international export restrictions
5. Source Code Escrow: Include when source code escrow arrangements are required
6. Business Continuity: Include when discussing disaster recovery and business continuity requirements
7. Audit Rights: Include when specific audit requirements are needed
8. Insurance Requirements: Include when specific insurance coverage is required
1. Schedule A - Software Description: Detailed description of licensed software and components
2. Schedule B - Service Level Agreement: Detailed service levels, metrics, and remedies
3. Schedule C - Fee Schedule: Detailed pricing, payment terms, and fee calculations
4. Schedule D - Support Services: Description of support and maintenance services
5. Schedule E - Data Processing Agreement: GDPR-compliant data processing terms and details
6. Schedule F - Security Requirements: Security standards and requirements
7. Appendix 1 - Technical Specifications: Technical details and specifications of the software
8. Appendix 2 - Implementation Plan: Timeline and milestones for software implementation
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