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Ela Enterprise License Agreement

Ela Enterprise License Agreement Template for Philippines

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Key Requirements PROMPT example:

Ela Enterprise License Agreement

"I need an ELA Enterprise License Agreement for a Philippine healthcare software company licensing patient management software to a hospital network, with specific provisions for data privacy compliance and multi-site deployment across 5 hospital locations."

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Document background
The ELA Enterprise License Agreement is a crucial document for software providers and enterprise customers operating in the Philippines. It is specifically designed to comply with Philippine legislation, including the Intellectual Property Code, Data Privacy Act, and E-commerce Act. This agreement is typically used when an organization needs to license enterprise-level software solutions with multiple user access, requiring detailed terms for deployment, customization, and ongoing support. The agreement addresses complex requirements including data protection, intellectual property rights, service levels, and compliance with local regulations. It is particularly relevant for large-scale software implementations where enterprise-wide usage rights, comprehensive support, and maintenance terms need to be clearly defined.
Suggested Sections

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

2. Background: Context of the agreement, brief description of the software/product, and purpose of the licensing arrangement

3. Definitions: Detailed definitions of technical terms, legal terms, and key concepts used throughout the agreement

4. License Grant: Scope of license, usage rights, restrictions, and territory limitations

5. Payment Terms: License fees, payment schedule, taxes, and related financial obligations

6. Intellectual Property Rights: Ownership of IP, protection of rights, and restrictions on use

7. Confidentiality: Protection of confidential information, trade secrets, and data security obligations

8. Data Privacy and Protection: Compliance with Philippine Data Privacy Act and data handling requirements

9. Warranties and Representations: Standard warranties, service levels, and performance guarantees

10. Term and Termination: Duration of agreement, renewal terms, and termination conditions

11. Liability and Indemnification: Limitation of liability, indemnification obligations, and risk allocation

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

Optional Sections

1. Source Code Escrow: Optional provisions for source code escrow arrangements, used when enterprise requires additional security

2. Professional Services: Additional terms for implementation, training, or consulting services if provided

3. Hardware Requirements: Specific hardware requirements or restrictions, if applicable

4. Disaster Recovery: Specific disaster recovery and business continuity requirements, if needed

5. Audit Rights: Rights to audit usage and compliance, if required by licensor

6. Multi-site Deployment: Additional terms for multi-location or multi-subsidiary deployment

7. Export Controls: Export control provisions if software contains restricted technologies

Suggested Schedules

1. Schedule A - Licensed Software: Detailed description of licensed software, modules, and components

2. Schedule B - Technical Specifications: Technical requirements, system specifications, and performance metrics

3. Schedule C - Service Level Agreement: Detailed service levels, support terms, and response times

4. Schedule D - Fee Schedule: Detailed breakdown of license fees, maintenance fees, and payment terms

5. Schedule E - Authorized Users: Definition and limitations of authorized users and access rights

6. Schedule F - Implementation Plan: Timeline and milestones for software implementation, if applicable

7. Appendix 1 - Data Processing Agreement: Specific terms for data processing compliance with Philippine Data Privacy Act

Authors

Alex Denne

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

alex.den.21@genieai.co
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Relevant Industries

Information Technology

Banking and Finance

Healthcare

Manufacturing

Retail

Telecommunications

Government and Public Sector

Education

Insurance

Energy and Utilities

Professional Services

Transportation and Logistics

Relevant Teams

Legal

Information Technology

Procurement

Compliance

Information Security

Risk Management

Finance

Operations

Digital Transformation

Vendor Management

Relevant Roles

Chief Information Officer

Chief Technology Officer

IT Director

Legal Counsel

Procurement Manager

Software Licensing Manager

Enterprise Architect

Information Security Officer

Compliance Officer

Contract Manager

IT Operations Manager

Technology Procurement Specialist

Legal Operations Manager

Risk Management Officer

Digital Transformation Director

Industries







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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