The Master Software Agreement serves as the primary contractual framework for organizations engaging in software licensing and related services in Singapore. This document is essential when establishing a long-term software relationship that may involve multiple products, services, or projects. It addresses Singapore's specific legal requirements including PDPA compliance, cybersecurity regulations, and technology risk management guidelines while providing flexibility for future arrangements through supplementary schedules and statements of work.
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1. Parties: Identification and details of contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. License Grant: Scope and nature of software license
5. Intellectual Property Rights: Ownership and protection of IP
6. Payment Terms: Fees, payment schedule, and related terms
7. Confidentiality: Protection of confidential information
8. Term and Termination: Duration and termination conditions
9. Warranties and Disclaimers: Warranties provided and limitations
1. Professional Services: Additional terms for implementation or customization services beyond software licensing
2. Source Code Escrow: Terms for source code protection and access conditions for mission-critical software
3. Service Level Agreement: Performance metrics, service levels and remedies for hosted or maintained software
4. Data Processing Agreement: Specific terms and conditions for handling personal data under PDPA requirements
1. Schedule 1 - Software Description: Detailed description of licensed software and technical specifications
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, payment terms and pricing structure
3. Schedule 3 - Service Levels: Detailed SLA metrics, performance requirements and remedies
4. Schedule 4 - Support Services: Description of support and maintenance services, including response times
5. Schedule 5 - Data Processing Terms: Detailed data protection requirements and compliance measures
6. Schedule 6 - Security Requirements: Security standards, protocols and compliance requirements
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