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Customer License Agreement Template for Philippines

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Key Requirements PROMPT example:

Customer License Agreement

"I need a Customer License Agreement for my cloud-based accounting software that will be licensed to small businesses in the Philippines, with monthly subscription pricing and specific data privacy provisions to comply with Philippine regulations."

Document background
The Customer License Agreement serves as the primary legal framework for software licensing transactions in the Philippines, essential for both business-to-business and business-to-consumer relationships. It is designed to protect the intellectual property rights of software providers while ensuring fair terms for customers under Philippine law. This agreement is particularly important given the rapid digital transformation in the Philippines and the need to comply with local regulations such as the Intellectual Property Code, Data Privacy Act, and E-commerce Act. The document covers critical aspects including license grants, usage rights, payment terms, support services, and data protection obligations. It's structured to accommodate various software deployment models, from traditional on-premise installations to cloud-based solutions, and can be customized for different scales of implementation, from individual users to enterprise-wide deployments.
Suggested Sections

1. Parties: Identification of the licensor and licensee, including complete legal names and addresses

2. Background: Context of the agreement, brief description of the software, and purpose of the license

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. License Grant: Scope and nature of the license, including type (non-exclusive, non-transferable), territory, and duration

5. License Restrictions: Specific prohibitions and limitations on use of the software

6. Intellectual Property Rights: Assertion of ownership and IP rights over the software

7. License Fees and Payment: Payment terms, fee structure, and payment methods

8. User Obligations: Customer's responsibilities regarding software use, security, and compliance

9. Support and Maintenance: Terms of technical support and software maintenance services

10. Warranties and Disclaimers: Software performance warranties and limitation of warranties

11. Limitation of Liability: Caps on liability and exclusions of certain types of damages

12. Term and Termination: Duration of agreement, renewal terms, and termination conditions

13. Confidentiality: Protection of confidential information exchanged between parties

14. Data Privacy and Security: Compliance with Philippine Data Privacy Act and data protection measures

15. Governing Law: Application of Philippine law and jurisdiction

16. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

Optional Sections

1. Third-Party Software: Include when the licensed software incorporates third-party components or dependencies

2. Export Controls: Include for software subject to international export regulations

3. Professional Services: Include when implementation or consulting services are part of the agreement

4. Service Level Agreement: Include for cloud-based or hosted software solutions

5. Disaster Recovery: Include for business-critical applications or enterprise solutions

6. User Generated Content: Include if the software allows users to create and share content

7. Audit Rights: Include for enterprise licenses or when usage monitoring is required

8. Insurance Requirements: Include for high-value enterprise agreements or critical applications

Suggested Schedules

1. Schedule A - Software Description: Detailed description of the licensed software, including features and functionality

2. Schedule B - Technical Requirements: Hardware and software requirements for operating the licensed software

3. Schedule C - Fee Schedule: Detailed pricing, payment terms, and fee calculations

4. Schedule D - Support Services: Description of support levels, response times, and maintenance services

5. Schedule E - Service Level Metrics: Performance metrics, availability targets, and remedies for cloud-based solutions

6. Appendix 1 - Acceptable Use Policy: Detailed rules and guidelines for software usage

7. Appendix 2 - Data Processing Agreement: Terms for handling personal data in compliance with privacy laws

8. Appendix 3 - Security Requirements: Security standards and protocols for software usage and data protection

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions























































Clauses







































Relevant Industries

Information Technology

Software Development

E-commerce

Financial Services

Healthcare

Education

Manufacturing

Retail

Professional Services

Telecommunications

Media and Entertainment

Government and Public Sector

Relevant Teams

Legal

Information Technology

Procurement

Sales

Compliance

Information Security

Risk Management

Commercial Operations

Software Asset Management

Contract Administration

Product Management

Relevant Roles

Chief Technology Officer

Legal Counsel

Software Licensing Manager

Procurement Manager

IT Director

Compliance Officer

Sales Director

Contract Administrator

Information Security Officer

Risk Manager

Software Asset Manager

VP of Engineering

Chief Information Officer

General Counsel

Commercial Director

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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