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Master Software Development Agreement
"Need a Master Software Development Agreement for our UK-based fintech startup engaging an external development company to build our core banking platform, with specific focus on data protection and security requirements as we'll be handling sensitive financial information."
1. Parties: Identification and details of contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Services: Scope of software development services to be provided
5. Project Management: Governance, reporting, and management procedures
6. Charges and Payment: Pricing, payment terms, and invoicing procedures
7. Intellectual Property Rights: Ownership and licensing of IP created during development
8. Confidentiality: Protection of confidential information
9. Data Protection: GDPR compliance and data handling obligations
10. Term and Termination: Duration and termination provisions
11. Liability and Indemnities: Risk allocation between parties
12. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Change Control: Process for managing changes to scope - recommended for complex projects with likely scope changes
2. Service Levels: Performance metrics and remedies - used when specific performance standards are required
3. Business Continuity: Disaster recovery and continuity provisions - important for business-critical applications
4. Staff and Resources: Key personnel and resource commitments - used when specific expertise or resources are crucial
5. Security Requirements: Specific security standards and procedures - essential for projects involving sensitive data
1. Statement of Work: Detailed technical specifications and deliverables
2. Service Levels Schedule: Detailed performance metrics and measurement criteria
3. Charges Schedule: Detailed pricing structure and rate cards
4. Change Control Procedure: Detailed process for managing changes
5. Security Policy: Detailed security requirements and procedures
6. Data Processing Agreement: GDPR-compliant data processing terms
7. Development Methodology: Detailed development approach and procedures
8. Acceptance Testing: Testing procedures and acceptance criteria
Authors
Acceptance Criteria
Acceptance Tests
Affiliate
Background IPR
Business Day
Change Control Procedure
Change Request
Charges
Client Materials
Confidential Information
Data Protection Legislation
Deliverables
Developer Materials
Development Services
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Milestone
Personal Data
Project
Project Manager
Project Plan
Services
Service Levels
Software
Source Code
Specification
Statement of Work
Subcontractor
Term
Third Party Materials
Timetable
Update
Upgrade
User
Virus
Services and Delivery
Development Methodology
Project Management
Client Obligations
Developer Obligations
Acceptance Testing
Change Control
Charges and Payment
Intellectual Property Rights
Data Protection
Confidentiality
Security
Warranties
Liability and Indemnification
Insurance
Force Majeure
Term and Termination
Exit Management
Staff and Resources
Subcontracting
Assignment
Non-Solicitation
Dispute Resolution
Notices
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Governing Law
Jurisdiction
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