Software License Agreement (Philippines)
SOFTWARE LICENSE AGREEMENT
Intellectual Property Code (RA 8293, 1997) — Section 172.1(n) | Electronic Commerce Act (RA 8792, 2000) | Data Privacy Act (RA 10173, 2012)
This Software License Agreement ("Agreement") is entered into as of [Effective Date]
BETWEEN:
[Licensor Name], with address at [Licensor Address] ("Licensor"); AND
[Licensee Name], with address at [Licensee Address] ("Licensee").
1. THE SOFTWARE
1.1 The Licensor owns and has developed the following software ("Software"): Name and Version: [Software Name]. Description: [Software Description].
1.2 The Software is protected as a literary work under Section 172.1(n) of the Intellectual Property Code (RA 8293, 1997). Copyright vests automatically in the Licensor upon creation and does not require registration with IPOPHL.
2. GRANT OF LICENSE
2.1 Subject to the terms and conditions of this Agreement and payment of the license fee, the Licensor grants the Licensee a non-exclusive, non-transferable, [License Type] license to install and use the Software for the Licensee's internal business purposes, limited to [User Limit], for a term of [License Term].
2.2 Source code access: [Source Code Included]. Where source code is not included, the Licensee receives a license to the object code (compiled form) of the Software only.
2.3 The Licensee shall not: (a) sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Software; (b) modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works from the Software without the Licensor's prior written consent; (c) remove or alter any copyright, trademark, or proprietary notices; or (d) use the Software for any unlawful purpose or in violation of the Cybercrime Prevention Act (RA 10175, 2012).
3. LICENSE FEE AND PAYMENT
3.1 In consideration for the license granted, the Licensee shall pay the Licensor: [License Fee]. All payments are subject to applicable Philippine taxes under the National Internal Revenue Code (NIRC), including value-added tax (VAT) at 12% where applicable.
4. INTELLECTUAL PROPERTY OWNERSHIP
4.1 Nothing in this Agreement transfers ownership of the Software or any intellectual property rights to the Licensee. The Licensor retains all copyright, trade secret, and other IP rights in and to the Software, including all updates, modifications, and enhancements.
4.2 The Licensee acknowledges that the Software constitutes confidential and proprietary information of the Licensor and agrees to hold it in confidence.
5. DATA PRIVACY
5.1 If the Software processes personal data, the parties agree to comply with the Data Privacy Act of the Philippines (RA 10173, 2012) and the implementing rules and regulations issued by the National Privacy Commission (NPC). The Licensor shall implement appropriate technical and organizational measures to protect personal data processed through the Software.
6. LIMITED WARRANTY AND DISCLAIMER
6.1 The Licensor warrants that: (a) the Software will perform substantially in accordance with the documentation for a period of ninety (90) days from the effective date; and (b) the Licensor has the right to grant this license and the Software does not infringe any third-party IP rights.
6.2 EXCEPT AS EXPRESSLY PROVIDED, THE SOFTWARE IS PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND. THE LICENSOR DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY PHILIPPINE LAW.
7. TERMINATION
7.1 Either party may terminate this Agreement upon written notice if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days of receiving written notice. The Licensor may terminate immediately if the Licensee infringes the Licensor's intellectual property rights or becomes insolvent.
7.2 Upon termination, the Licensee shall immediately cease all use of the Software, uninstall all copies, and destroy or return all materials containing the Software or related documentation.
8. GOVERNING LAW
8.1 This Agreement is governed by the laws of the Republic of the Philippines, including the Intellectual Property Code (RA 8293), the Electronic Commerce Act (RA 8792), and the Data Privacy Act (RA 10173). Disputes shall be resolved by the appropriate Regional Trial Court in the Philippines.
Licensor
________________
Signature
Licensee
________________
Signature
What Is a Software License Agreement (Philippines)?
A Software License Agreement in the Philippines transfers or licenses the rights it concerns, defining their scope, any fees and the limits on their use.
Under Section 172.1(n) of RA 8293, computer programs — including source code, object code, and preparatory design material — are protected as literary works and receive the full copyright protection afforded to original literary works, including the standard term of the author's lifetime plus 50 years under Section 213 of RA 8293. The Intellectual Property Office of the Philippines (IPOPHL) at ipophil.gov.ph administers copyright protection for software, and the National Bureau of Investigation (NBI) Anti-Piracy Division and the Optical Media Board (OMB) handle enforcement actions against software piracy.
A Software License Agreement is distinct from a software assignment. Under a license, the licensor retains copyright ownership and grants the licensee only a defined right to use — whereas under an assignment under Section 180 of RA 8293, ownership of economic rights is permanently transferred to the assignee. Modern software licensing takes many forms: perpetual licenses (one-time payment for indefinite use); subscription licenses (recurring payment, commonly for SaaS platforms); enterprise licenses (for unlimited users within an organization); site licenses; and open-source licenses governed by international license standards such as the GNU General Public License (GPL) or MIT License, which are recognized under the Berne Convention framework that RA 8293 implements.
For business software used in operations affecting Philippine consumers — such as e-commerce platforms, payment systems, and HR management tools — the software license must also address compliance with the Data Privacy Act (RA 10173, 2012) where the software processes personal data, and with Bangko Sentral ng Pilipinas (BSP) technology risk management requirements for fintech applications under BSP Circular No. 982 (2017).
The legal framework governing the Software License Agreement (Philippines) in Philippines draws on several key statutes and regulatory bodies. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Parties executing a Software License Agreement (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Revised Corporation Code (RA 11232, 2019) sets the foundational requirements.
When Do You Need a Software License Agreement (Philippines)?
A Software License Agreement is needed whenever a Philippine business or individual grants or receives the right to use proprietary software.
A Philippine software development company that sells or distributes proprietary software — whether as a desktop application, web application, or mobile app — to Philippine businesses or consumers needs a Software License Agreement to define the permitted uses, restrict reverse engineering and redistribution, and limit liability for software defects, consistent with the Consumer Act (RA 7394) for consumer-facing software.
A SaaS (Software as a Service) company providing cloud-based software subscriptions to Philippine business customers needs a Software License Agreement or Terms of Service that governs the license scope, uptime commitments, data ownership, and the Data Privacy Act (RA 10173) obligations of both parties regarding customer data processed through the platform.
A Philippine corporation that procures enterprise software — such as ERP systems, CRM platforms, accounting software, or HR information systems — from a foreign or domestic vendor needs a Software License Agreement reviewed for compliance with Philippine law before deployment, particularly for software that will process employee or customer personal data.
A technology startup that licenses its AI, machine learning, or data analytics software to enterprise clients in the Philippines needs a Software License Agreement that addresses the scope of the license for training data, model outputs, and API access, as well as compliance with the Data Privacy Act where the software processes personal data.
An independent software developer or freelancer who creates custom software for a Philippine client needs a Software License Agreement (or Software Development Agreement with licensing provisions) to clarify whether the client receives a license or an assignment of copyright, and to address ongoing maintenance and support obligations.
Parties in Philippines should prepare a Software License Agreement (Philippines) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Software License Agreement (Philippines)
A thorough Philippine Software License Agreement must include the following essential elements.
License Grant: Precise description of the rights granted — whether the license is exclusive or non-exclusive, perpetual or subscription-based, limited to specific users (named users, concurrent users, or site license), and limited to specific deployments (on-premises, cloud-hosted, or both).
Permitted Uses: Description of the authorized uses of the software, including installation parameters, number of copies permitted, and authorized users.
Restrictions: Prohibitions on reverse engineering, decompilation, disassembly, modification, sublicensing, transfer, and distribution of the software without the licensor's written consent, consistent with the licensor's copyright under Section 172 of RA 8293. Restrictions on use for purposes that violate Philippine law, including the Cybercrime Prevention Act (RA 10175) and the Data Privacy Act (RA 10173).
Intellectual Property Ownership: Explicit statement that the licensor retains all copyright, trademark, trade secret, and other IP rights in the software and documentation, with no transfer of ownership to the licensee.
Support and Maintenance: Description of support services (if any), including response times, update and patch obligations, and end-of-life policies.
Warranties and Disclaimers: Limited warranty that the software will substantially perform as described in the documentation, with a disclaimer of implied warranties of merchantability and fitness for a particular purpose, subject to non-waivable consumer protections under the Consumer Act (RA 7394) for consumer software.
Data Privacy Compliance: Where the software processes personal data of Philippine residents, allocation of data controller and data processor responsibilities under the Data Privacy Act (RA 10173) and cross-reference to a Data Processing Agreement if the vendor acts as a personal information processor.
Limitation of Liability: Cap on the licensor's aggregate liability, typically equal to the license fees paid in the preceding 12 months, with carve-outs for gross negligence, fraud, and IP indemnification.
Termination: Grounds for termination, notice requirements, and post-termination obligations including deletion of data and return of confidential information.
Additional compliance elements for a Software License Agreement (Philippines) used in Philippines include: Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Software License Agreement (Philippines) (Philippines) [Legal document template]. Forms Legal. https://forms-legal.com/philippines/business/intellectual-property/software-license-agreement-philippines
"Software License Agreement (Philippines) (Philippines)." Forms Legal, 2026, https://forms-legal.com/philippines/business/intellectual-property/software-license-agreement-philippines.
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title = {Software License Agreement (Philippines) (Philippines)},
year = {2026},
howpublished = {\url{https://forms-legal.com/philippines/business/intellectual-property/software-license-agreement-philippines}},
note = {Free legal document template. Based on Revised Corporation Code (RA 11232, 2019)}
}Also available for these jurisdictions:
Frequently Asked Questions
Yes, software is expressly protected by copyright in the Philippines under the Intellectual Property Code (Republic Act 8293, 1997). Section 172.1(n) of RA 8293 classifies computer programs — including source code, object code, and preparatory design material for computer programs — as literary works that receive the same copyright protection as traditional literary works such as books and articles. Copyright in software vests automatically upon creation and fixation under Section 172 of RA 8293, without any requirement for registration. The copyright term for software is the lifetime of the author plus 50 years under Section 213 of RA 8293, or 50 years from first publication for software created by a corporation or where the individual author is not identified. The Intellectual Property Office of the Philippines (IPOPHL), the National Bureau of Investigation (NBI) Anti-Piracy Division, and the Optical Media Board (OMB) jointly enforce copyright protection for software against piracy. Under Section 217 of RA 8293, copyright infringement — including unauthorized copying, distribution, or use of proprietary software — carries imprisonment of 1 to 3 years and fines of PHP 50,000 to PHP 150,000 for the first offense, and 3 to 6 years and fines of PHP 150,000 to PHP 500,000 for subsequent offenses. The Cybercrime Prevention Act (RA 10175, 2012) further criminalizes computer-related copyright infringement under Section 4(c)(1), with penalties one degree higher than those in RA 8293.
The fundamental difference between a software license and a software assignment in the Philippines relates to the transfer of ownership of the copyright in the software. Under a software license governed by the Intellectual Property Code (RA 8293, 1997), the copyright owner (licensor) retains full ownership of the copyright — including all economic rights under Sections 177 to 182 of RA 8293 — and grants the licensee only a contractual right to use the software within defined parameters. The licensee cannot sublicense, assign, or transfer the software to third parties without the licensor's written consent. Under a software assignment governed by Section 180 of RA 8293, the copyright owner permanently and irrevocably transfers some or all economic rights in the software to the assignee. After assignment, the assignee becomes the new copyright owner and can exploit those rights independently of the original developer. For software commissioned by Philippine businesses from freelancers or development agencies, the key practical question is whether the commissioning party receives a license or an assignment. Section 30 of RA 8293 provides that works created by independent contractors (not employees within the scope of employment) do not automatically vest in the commissioning party — meaning without a written assignment, the commissioning party receives only a non-exclusive implied license to use the software for the intended purpose, while the developer retains copyright.
A Philippine SaaS (Software as a Service) agreement must address data privacy compliance under the Data Privacy Act of 2012 (Republic Act 10173) because SaaS platforms typically process personal data of the customer's employees, clients, or end users. The SaaS agreement should clearly allocate the roles of personal information controller (PIC) and personal information processor (PIP) under Section 3(h) and 3(j) of RA 10173. Typically, the customer (the business using the SaaS platform) is the PIC with respect to its own data subjects, and the SaaS provider is the PIP processing personal data on the customer's behalf. The agreement should include or be supplemented by a Data Processing Agreement (DPA) compliant with Section 14 of RA 10173, covering: the nature and purpose of processing; the categories of personal data and data subjects; security measures the SaaS provider will implement; sub-processor restrictions and notification requirements; the SaaS provider's obligation to assist the customer in responding to data subject rights requests under Sections 16 to 20 of RA 10173; data breach notification to the customer within 72 hours under NPC Circular 2016-03; and data deletion or return upon termination of the agreement. For SaaS providers that store customer data on servers outside the Philippines — which is common for AWS, Azure, or Google Cloud-hosted SaaS — the agreement must address cross-border data transfer requirements under Section 21(c) of RA 10173 and the National Privacy Commission's (NPC) guidelines on overseas data processing.
A Software License Agreement (Philippines) does not legally require a lawyer in Philippines, and individuals and businesses may draft and execute the document independently. The Revised Corporation Code (RA 11232, 2019) does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified Philippines lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Supreme Court of the Philippines has jurisdiction over disputes arising from this type of document, and Securities and Exchange Commission (SEC Philippines) may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
A Software License Agreement (Philippines) does not legally require a lawyer in the Philippines, though legal advice is recommended. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contracts. The Securities and Exchange Commission (SEC) regulates corporate documents. The Department of Labor and Employment (DOLE) oversees employment agreements. The Data Privacy Act of 2012 (Republic Act No. 10173) and National Privacy Commission (NPC) impose data protection obligations. The Bureau of Internal Revenue (BIR) requires tax compliance. Forms-legal.com provides this template as a starting point — always review with a qualified Philippine attorney for significant transactions. Under Philippines law, Revised Corporation Code (RA 11232, 2019), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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