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Master Software Agreement Template for United States

A Master Software Agreement is a comprehensive legal framework governing the licensing, implementation, and ongoing use of software solutions in the United States. It establishes the fundamental rights, obligations, and commercial terms between software providers and their customers, covering aspects such as licensing, intellectual property rights, service levels, support, and maintenance. This agreement serves as an umbrella document under which specific orders or statements of work can be executed.

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What is a Master Software Agreement?

The Master Software Agreement (MSA) is essential for organizations engaging in software licensing relationships in the United States. It provides a foundational framework that governs all aspects of the software relationship, from initial deployment to ongoing maintenance and support. This agreement type is particularly crucial when multiple software products or services may be licensed over time, as it eliminates the need to negotiate basic terms for each transaction. The MSA typically includes provisions for intellectual property protection, liability limitations, service level commitments, and compliance with U.S. data privacy regulations.

What sections should be included in a Master Software Agreement?

1. Parties: Identifies the contracting parties and their legal status

2. Background: Provides context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. License Grant: Specifies the scope and nature of software license

5. Payment Terms: Details pricing, payment schedule, and related terms

6. Intellectual Property Rights: Establishes ownership and rights to software and related materials

7. Confidentiality: Protects proprietary information exchanged between parties

8. Term and Termination: Specifies duration and termination conditions

9. Warranties and Disclaimers: Outlines warranties provided and limitations thereof

10. Limitation of Liability: Sets boundaries on liability of both parties

11. Governing Law: Specifies applicable law and jurisdiction

What sections are optional to include in a Master Software Agreement?

1. Service Level Agreement: Defines performance metrics and service standards when providing ongoing software services or maintenance

2. Data Processing Agreement: Governs handling of personal data, particularly relevant when processing personal data under GDPR

3. Professional Services: Terms for additional services like implementation or training when offering services beyond software license

4. Export Control: Compliance requirements for international software distribution when software is subject to export controls

5. Source Code Escrow: Terms for source code escrow arrangements when required for business continuity

What schedules should be included in a Master Software Agreement?

1. Schedule A - Software Specifications: Detailed technical specifications of the software

2. Schedule B - Service Level Metrics: Specific performance metrics and remedies

3. Schedule C - Fee Schedule: Detailed breakdown of all fees and charges

4. Schedule D - Support Services Description: Details of support services provided

5. Schedule E - Acceptable Use Policy: Guidelines for acceptable use of software

6. Schedule F - Security Requirements: Specific security standards and requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

United States

Publisher

Ƶ

Cost

Free to use

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