The Exclusive Software License Agreement is essential for businesses seeking to establish exclusive rights to commercialize software products in specific markets under Philippine jurisdiction. This agreement is commonly used when a software owner wishes to grant sole distribution or usage rights to another entity while retaining ownership of the intellectual property. The document must comply with the Philippine Intellectual Property Code (RA 8293), E-Commerce Act (RA 8792), and Technology Transfer Act (RA 10055), making it suitable for both domestic and international software licensing arrangements. It includes detailed provisions on exclusivity scope, territory definitions, technical support requirements, and compliance with local data privacy and consumer protection laws.
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1. Parties: Identification of the licensor and licensee, including their legal status and registered addresses
2. Background: Context of the agreement, brief description of the software, and purpose of the license
3. Definitions: Detailed definitions of technical terms, software components, and key concepts used throughout the agreement
4. Grant of License: Explicit terms of the exclusive license, including territorial scope and confirmation of exclusivity
5. License Restrictions: Specific limitations on use, restrictions on sublicensing, and prohibited activities
6. Intellectual Property Rights: Assertion and protection of licensor's IP rights, including ownership of modifications and improvements
7. License Fees and Payment Terms: Payment structure, amounts, payment schedule, and payment methods
8. Delivery and Implementation: Terms for software delivery, installation, and acceptance testing procedures
9. Technical Support and Maintenance: Scope of support services, maintenance terms, and service level commitments
10. Warranties and Representations: Warranties regarding software ownership, performance, and compliance with laws
11. Confidentiality: Protection of confidential information and trade secrets
12. Term and Termination: Duration of the agreement, renewal terms, and termination conditions
13. Post-Termination Obligations: Obligations of parties after agreement termination, including return of materials
14. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
15. General Provisions: Standard clauses including force majeure, entire agreement, and amendments
1. Source Code Escrow: Terms for source code escrow arrangement, used when licensee requires access to source code under specific conditions
2. Data Privacy Compliance: Specific provisions for compliance with the Data Privacy Act, required if software processes personal data
3. Export Control: Provisions regarding software export restrictions, needed for international licensing
4. Training Services: Terms for training services if the licensor provides user training
5. Custom Development: Terms for additional custom development or modifications, if offered
6. Service Level Agreement: Detailed service levels and performance metrics, if specific performance guarantees are required
7. Disaster Recovery: Disaster recovery and business continuity provisions, important for critical software
8. Third-Party Software: Terms relating to incorporated third-party software components, if applicable
1. Schedule A - Software Description: Detailed technical specification of the licensed software and its components
2. Schedule B - License Fees: Detailed breakdown of license fees, payment schedules, and calculation methods
3. Schedule C - Technical Support Services: Detailed description of support and maintenance services
4. Schedule D - Service Level Requirements: Specific performance metrics, response times, and service levels
5. Schedule E - Acceptance Testing Criteria: Detailed acceptance testing procedures and criteria
6. Appendix 1 - Authorized Users: List of authorized users or user categories and their access rights
7. Appendix 2 - Technical Requirements: Minimum system requirements and technical specifications for software operation
Authors
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Financial Services
Healthcare
Manufacturing
Retail
Telecommunications
Education
Government
Professional Services
E-commerce
Media and Entertainment
Business Process Outsourcing
Relevant Teams
Legal
Information Technology
Procurement
Finance
Compliance
Software Development
Commercial
Business Development
Operations
Risk Management
Intellectual Property
Relevant Roles
Chief Technology Officer
Legal Counsel
IP Attorney
Software Licensing Manager
Commercial Director
Chief Information Officer
Head of Procurement
Technology Transfer Officer
Software Development Manager
Compliance Officer
Contract Manager
Business Development Director
Chief Financial Officer
IT Security Manager
Technical Operations Manager
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