The Master Subscription Agreement is designed for businesses operating in the UAE that provide subscription-based services, particularly in the technology and digital services sectors. This document serves as the foundational agreement governing the ongoing relationship between service providers and their customers, establishing clear terms for service delivery, usage rights, and obligations of both parties. The agreement is specifically structured to comply with UAE legal requirements, including Federal Law No. 5 of 1985 (Civil Code) and Federal Law No. 1 of 2006 (Electronic Transactions Law), while incorporating international best practices for subscription services. It is particularly relevant for cloud services, software subscriptions, and recurring service arrangements where continuous access to services or platforms is provided in exchange for periodic payments.
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1. Parties: Identification of contracting parties with full legal names and addresses
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Comprehensive list of defined terms used throughout the agreement
4. Subscription Services: Detailed description of services, access rights, and service delivery
5. Fees and Payment: Subscription fees, payment terms, invoicing, and payment methods
6. Term and Termination: Duration of agreement, renewal terms, and termination rights
7. Customer Obligations: Customer responsibilities, acceptable use policy, and compliance requirements
8. Provider Obligations: Service provider's commitments, service levels, and support services
9. Data Protection and Security: Data handling, privacy compliance, and security measures
10. Intellectual Property Rights: IP ownership, licenses, and restrictions
11. Confidentiality: Protection of confidential information and trade secrets
12. Warranties and Disclaimers: Service warranties and limitations
13. Limitation of Liability: Liability caps and exclusions compliant with UAE law
14. Indemnification: Mutual indemnification obligations and procedures
15. Force Majeure: Events excusing performance under UAE law
16. Governing Law and Jurisdiction: UAE law governance and dispute resolution provisions
17. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Professional Services: Include when additional implementation or consulting services are offered
2. Service Level Agreement: Include when specific performance metrics and remedies are required
3. Disaster Recovery: Include for critical services requiring business continuity provisions
4. Insurance: Include when specific insurance coverage requirements are needed
5. Anti-Corruption: Include for international contracts or government-related services
6. Change Control: Include when formal change management procedures are required
7. Marketing Rights: Include when parties want to use each other's names for marketing
8. Source Code Escrow: Include when source code access might be required in specific circumstances
1. Service Description: Detailed technical specifications of the subscription services
2. Service Level Agreement: Performance metrics, measurement, and service credits
3. Fee Schedule: Detailed pricing, payment terms, and calculation methods
4. Support Services: Support level descriptions and response times
5. Data Processing Agreement: Detailed data handling and privacy requirements
6. Acceptable Use Policy: Rules and restrictions for service usage
7. Security Requirements: Security standards and procedures
8. Implementation Plan: Timeline and milestones for service implementation
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