The Software Master Services Agreement is designed for use in Switzerland when establishing a long-term relationship between a software service provider and a customer. It provides a comprehensive framework for software service delivery while ensuring compliance with Swiss laws, particularly the Code of Obligations, data protection regulations, and intellectual property laws. This agreement is typically used when parties anticipate multiple software service engagements or ongoing service provision, requiring a master agreement that can be supplemented with specific service schedules. It includes detailed provisions for service levels, data protection, intellectual property rights, and liability allocation, all structured to align with Swiss legal requirements and business practices. The document serves as the foundation for all subsequent software service arrangements between the parties, reducing the need for repeated negotiation of standard terms.
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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and business relationship
3. Definitions: Defined terms used throughout the agreement
4. Scope of Services: Description of software services to be provided
5. Service Levels: Performance standards and service level commitments
6. Charges and Payment: Pricing, payment terms, and invoicing procedures
7. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing IP and newly created IP
8. Data Protection and Security: Compliance with Swiss data protection laws and security requirements
9. Confidentiality: Protection of confidential information and trade secrets
10. Term and Termination: Duration of agreement and termination provisions
11. Liability and Indemnification: Limitation of liability and indemnification obligations
12. Force Majeure: Provisions for unforeseen circumstances preventing performance
13. Governing Law and Jurisdiction: Swiss law application and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Change Control: Procedures for managing changes to services or specifications - include for complex or long-term engagements
2. Transition Services: Requirements for service transition in or out - include when complex implementation or exit is expected
3. Disaster Recovery: Business continuity and disaster recovery procedures - include for business-critical services
4. Personnel and Subcontractors: Requirements for service provider staff and subcontractors - include when specific expertise or security clearance is needed
5. Audit Rights: Customer's rights to audit service provider - include for regulated industries or critical services
6. Insurance: Insurance requirements - include for high-risk or high-value services
7. Source Code Escrow: Source code escrow arrangements - include when access to source code is critical
8. Export Control: Export control compliance - include for international services or restricted technologies
1. Schedule 1 - Services Description: Detailed description of software services and technical specifications
2. Schedule 2 - Service Levels: Detailed service level agreements, metrics, and remedies
3. Schedule 3 - Charges: Detailed pricing, payment schedules, and rate cards
4. Schedule 4 - Data Processing Agreement: Detailed data protection and processing requirements under Swiss law
5. Schedule 5 - Security Requirements: Technical and organizational security measures
6. Schedule 6 - Support and Maintenance: Support levels, maintenance windows, and procedures
7. Appendix A - Authorized Subcontractors: List of approved subcontractors and their roles
8. Appendix B - Key Personnel: Identification of key staff and their responsibilities
Relevant legal definitions
Acceptance Criteria
Affiliate
Agreement
Authorized Users
Background IP
Business Day
Charges
Confidential Information
Customer
Customer Data
Data Protection Laws
Deliverables
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Maintenance Release
Material Breach
Personal Data
Processing
Project Manager
Release
Schedule
Security Requirements
Service Credits
Service Levels
Services
Software
Source Code
Specifications
Statement of Work
Subcontractor
Support Services
System
Term
Third Party Materials
Updates
Upgrades
User Acceptance Testing
Virus
Working Hours
Affiliate
Agreement
Authorized Users
Background IP
Business Day
Charges
Confidential Information
Customer
Customer Data
Data Protection Laws
Deliverables
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Maintenance Release
Material Breach
Personal Data
Processing
Project Manager
Release
Schedule
Security Requirements
Service Credits
Service Levels
Services
Software
Source Code
Specifications
Statement of Work
Subcontractor
Support Services
System
Term
Third Party Materials
Updates
Upgrades
User Acceptance Testing
Virus
Working Hours
Clauses
Interpretation
Services Provision
Service Levels
Customer Obligations
Supplier Obligations
Acceptance Testing
Change Control
Charges and Payment
Intellectual Property Rights
Data Protection
Confidentiality
Security
Personnel
Subcontracting
Performance Monitoring
Audit Rights
Warranties
Anti-Bribery
Export Control
Insurance
Liability
Indemnification
Force Majeure
Term and Termination
Exit Management
Assignment and Novation
Dispute Resolution
Governing Law and Jurisdiction
Notices
Entire Agreement
Severability
Amendment
Waiver
Third Party Rights
Counterparts
Services Provision
Service Levels
Customer Obligations
Supplier Obligations
Acceptance Testing
Change Control
Charges and Payment
Intellectual Property Rights
Data Protection
Confidentiality
Security
Personnel
Subcontracting
Performance Monitoring
Audit Rights
Warranties
Anti-Bribery
Export Control
Insurance
Liability
Indemnification
Force Majeure
Term and Termination
Exit Management
Assignment and Novation
Dispute Resolution
Governing Law and Jurisdiction
Notices
Entire Agreement
Severability
Amendment
Waiver
Third Party Rights
Counterparts
Relevant Industries
Information Technology
Financial Services
Healthcare
Manufacturing
Retail
Telecommunications
Professional Services
Insurance
Education
Government
Pharmaceutical
Energy
Transportation
Media and Entertainment
Relevant Teams
Legal
Information Technology
Procurement
Information Security
Data Protection
Operations
Software Development
Project Management
Vendor Management
Commercial
Risk Management
Compliance
Relevant Roles
Chief Information Officer
Chief Technology Officer
IT Director
Procurement Manager
Legal Counsel
Contract Manager
Software Development Manager
Information Security Officer
Data Protection Officer
IT Project Manager
Technology Consultant
Solution Architect
Vendor Management Lead
Commercial Director
Operations Director
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