The Computer Software License agreement is essential for any software deployment in Singapore, providing a legal framework for software usage rights and obligations. This document is crucial when a software owner wishes to grant usage rights while maintaining ownership and control. It addresses key aspects including license scope, term, fees, warranties, and support obligations, while ensuring compliance with Singapore's software licensing and intellectual property laws. The agreement is particularly relevant for both standard commercial software licensing and custom software solutions.
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1. Parties: Identification of licensor and licensee with full legal details
2. Background: Context of the agreement and brief description of the software
3. Definitions: Key terms used throughout the agreement including software, documentation, intellectual property rights, and licensing terms
4. Grant of License: Scope and nature of the license being granted, including usage rights and restrictions
5. License Restrictions: Limitations on use, prohibited activities, and restrictions on modification or distribution
6. Intellectual Property Rights: Ownership and protection of IP rights, including copyright notices and trademark usage
7. Term and Termination: Duration of the license, renewal terms, and conditions for termination
8. Payment Terms: License fees, payment schedule, and related financial obligations
9. Warranties and Representations: Warranties regarding software performance, IP rights, and disclaimers
10. Liability and Indemnification: Limitations of liability and indemnification obligations of both parties
11. Confidentiality: Protection of confidential information and trade secrets
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and notices
1. Service Level Agreement: Performance standards, metrics, and remedies for non-compliance
2. Source Code Escrow: Terms for source code access, maintenance, and release conditions
3. Professional Services: Implementation, training, and support services beyond the basic license
4. Data Processing Agreement: Terms for handling personal data in compliance with PDPA requirements
5. Export Control: Compliance with export control laws and restrictions
6. Third-Party Software: Terms relating to incorporated third-party software or open source components
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software
2. Schedule 2 - License Fees: Detailed pricing structure, payment terms, and fee calculations
3. Schedule 3 - Service Level Requirements: Detailed performance metrics, service levels, and response times
4. Schedule 4 - Support Services: Scope of maintenance, support services, and escalation procedures
5. Schedule 5 - Acceptable Use Policy: Detailed terms of permitted use, restrictions, and user obligations
6. Schedule 6 - Data Processing Requirements: Specific data handling procedures and security requirements
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