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Master Software License Agreement Template for Singapore

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Key Requirements PROMPT example:

Master Software License Agreement

"Need a Master Software License Agreement for our new cloud-based analytics software that we'll be licensing to financial institutions in Singapore, with specific provisions for data security and regulatory compliance, planned for release in March 2025."

Document background
The Master Software License Agreement is designed for use in Singapore-based software licensing transactions, providing a structured framework for both licensors and licensees. This document is particularly crucial when establishing long-term software licensing relationships involving multiple products or installations. The agreement incorporates Singapore's specific legal requirements, including PDPA compliance, cybersecurity obligations, and intellectual property protections. It serves as the primary agreement governing software usage rights, maintenance terms, and liability provisions, while allowing for product-specific details to be addressed in separate schedules.
Suggested Sections

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

2. Background: Context of the agreement and brief description of the software and business relationship

3. Definitions: Key terms used throughout the agreement including Software, Documentation, Intellectual Property Rights, etc.

4. License Grant: Scope of license, permitted uses, restrictions, and territory

5. Fees and Payment: License fees, payment terms, taxes, and late payment consequences

6. Intellectual Property Rights: Ownership of IP, protection measures, and infringement handling

7. Confidentiality: Protection of confidential information and trade secrets

8. Term and Termination: Duration, renewal terms, and termination rights

9. Warranties and Limitations: Software warranties, disclaimers, and limitation of liability

Optional Sections

1. Professional Services: Terms for implementation, training, or customization services when additional services are provided beyond the software license

2. Service Levels: Performance standards, availability commitments, and support terms for cloud-based or hosted software solutions

3. Data Protection: PDPA compliance and data handling requirements when personal data processing is involved

4. Source Code Escrow: Terms for source code deposit and release conditions when critical software requires business continuity protection

Suggested Schedules

1. Software Description Schedule: Detailed description of licensed software and components

2. Fee Schedule: Detailed breakdown of license fees and payment schedule

3. Technical Requirements Schedule: Hardware and software requirements for operation

4. Service Level Agreement: Detailed service levels and support terms

5. Data Processing Agreement: Detailed terms for personal data processing compliance

6. Authorized Users Schedule: List of permitted users or user categories

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Contract Law: Common Law principles governing formation and enforcement of contracts in Singapore

Sale of Goods Act: Legislation governing the sale of goods and services, which may apply to software licensing

Unfair Contract Terms Act: Regulates unfair terms in contracts and limits the extent to which liability can be excluded

Copyright Act 2021: Protects original works including software code and documentation, crucial for software licensing

Patents Act: Governs patent protection which may be relevant for software-related inventions

Registered Designs Act: Protects designs that may be incorporated in software user interfaces

Trade Marks Act: Protects brands and marks associated with software products

Personal Data Protection Act (PDPA): Regulates collection, use, and disclosure of personal data, crucial for software handling user data

Computer Misuse Act: Addresses cybercrime and unauthorized access to computer systems

Cybersecurity Act 2018: Establishes framework for protection of critical information infrastructure and cybersecurity

Electronic Transactions Act: Provides legal foundation for electronic transactions and digital signatures

Consumer Protection (Fair Trading) Act: Protects consumer interests in commercial transactions including software purchases

Competition Act: Prevents anti-competitive practices that could affect software licensing terms

Cross Border Transfer Regulations: Rules governing international data transfers and software deployment across borders

ASEAN Framework on Personal Data Protection: Regional guidelines for data protection affecting cross-border software operations

MAS Guidelines: Monetary Authority of Singapore regulations for financial sector software

GST Act: Governs taxation aspects of software licensing and services in Singapore

Employment Act: Relevant for terms regarding software development and maintenance services

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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