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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."
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
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
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
Information Technology
Software Development
E-commerce
Financial Services
Healthcare
Education
Manufacturing
Retail
Professional Services
Telecommunications
Media and Entertainment
Government and Public Sector
Legal
Information Technology
Procurement
Sales
Compliance
Information Security
Risk Management
Commercial Operations
Software Asset Management
Contract Administration
Product Management
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
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