1. Parties: Identification of the licensor and licensee, including their legal status and registered addresses
2. Background: Context of the agreement, brief description of the software, and purpose of the license
3. Definitions: Detailed definitions of technical terms, software components, and key concepts used throughout the agreement
4. Grant of License: Explicit terms of the exclusive license, including territorial scope and confirmation of exclusivity
5. License Restrictions: Specific limitations on use, restrictions on sublicensing, and prohibited activities
6. Intellectual Property Rights: Assertion and protection of licensor's IP rights, including ownership of modifications and improvements
7. License Fees and Payment Terms: Payment structure, amounts, payment schedule, and payment methods
8. Delivery and Implementation: Terms for software delivery, installation, and acceptance testing procedures
9. Technical Support and Maintenance: Scope of support services, maintenance terms, and service level commitments
10. Warranties and Representations: Warranties regarding software ownership, performance, and compliance with laws
11. Confidentiality: Protection of confidential information and trade secrets
12. Term and Termination: Duration of the agreement, renewal terms, and termination conditions
13. Post-Termination Obligations: Obligations of parties after agreement termination, including return of materials
14. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
15. General Provisions: Standard clauses including force majeure, entire agreement, and amendments
