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The Software Development License Agreement is a crucial document used when a company needs custom software developed and licensed for its business operations. This agreement, governed by Philippine law, combines both development services and licensing terms to create a comprehensive framework for the relationship between the developer and the client. It addresses essential elements such as scope of work, intellectual property rights, acceptance testing, payment terms, and usage rights. The document ensures compliance with key Philippine regulations including the Intellectual Property Code (RA 8293), E-Commerce Act (RA 8792), and Data Privacy Act (RA 10173). It's particularly important when organizations need customized software solutions while maintaining clear rights and obligations regarding the developed software's ownership and use.

1. Parties: Identification of the licensor and licensee, including full legal names, addresses, and company registration details

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

3. Definitions: Definitions of key terms used throughout the agreement, including technical terms, 'Software', 'Documentation', 'Intellectual Property Rights', etc.

4. License Grant: Scope of the license, including territory, exclusivity, and any restrictions on use

5. Development Services: Details of the development work, including methodology, standards, and acceptance criteria

6. Delivery and Implementation: Timelines, milestones, and process for delivery and implementation of the software

7. Intellectual Property Rights: Ownership of pre-existing and newly created IP, including source code and documentation

8. Payment Terms: License fees, development fees, payment schedule, and any additional costs

9. Warranties and Representations: Standard warranties regarding authority, non-infringement, and software performance

10. Confidentiality: Protection of confidential information exchanged during development and implementation

11. Term and Termination: Duration of the agreement and circumstances for termination

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

13. General Provisions: Standard boilerplate including governing law, dispute resolution, and notices