Software Development Subcontractor Agreement for the United Kingdom

Software Development Subcontractor Agreement Template for England and Wales

This agreement governs the relationship between a main contractor and a subcontractor for software development services under English and Welsh law. It establishes the terms for service delivery, intellectual property rights, confidentiality, payment terms, and project deliverables. The document ensures compliance with UK data protection regulations, employment status considerations, and software development industry standards while protecting both parties' interests in the development process.

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What is a Software Development Subcontractor Agreement?

The Software Development Subcontractor Agreement is essential for businesses operating in the UK software development industry who need to engage external developers or development companies. This agreement, governed by English and Welsh law, provides a comprehensive framework for managing subcontracted software development work, including intellectual property assignments, confidentiality provisions, and clear deliverable specifications. It's particularly relevant in today's digital economy where distributed development teams and specialized expertise are increasingly common, helping to ensure clear accountability and risk management in software development projects.

What sections should be included in a Software Development Subcontractor Agreement?

1. Parties: Identification and details of the contractor and subcontractor

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Services: Detailed description of software development services to be provided

5. Payment Terms: Fees, payment schedule, and invoicing procedures

6. Intellectual Property Rights: Ownership and transfer of IP created during the project

7. Confidentiality: Protection of confidential information and trade secrets

8. Term and Termination: Duration of agreement and termination provisions

9. Data Protection: Compliance with GDPR and data protection laws

What sections are optional to include in a Software Development Subcontractor Agreement?

1. Service Levels: Specific performance metrics and standards for larger projects requiring specific performance guarantees

2. Change Control: Process for managing changes to scope or requirements in complex or long-term projects

3. Non-Compete: Restrictions on competitive activities when protecting market position is crucial

4. Source Code Escrow: Arrangements for source code protection when dealing with critical software systems

What schedules should be included in a Software Development Subcontractor Agreement?

1. Statement of Work: Detailed technical specifications and deliverables

2. Service Level Agreement: Detailed performance metrics and remedies

3. Rate Card: Detailed pricing and payment terms

4. Data Processing Agreement: Detailed data protection obligations and procedures

5. Project Timeline: Detailed project milestones and delivery dates

6. Technical Requirements: Detailed technical specifications and standards

7. Testing Procedures: Acceptance testing criteria and procedures

Authors

Alex Denne

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

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Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of a contract to which they are not a direct party

Supply of Goods and Services Act 1982: Regulates contracts for the supply of services, including implied terms about reasonable care and skill

Employment Rights Act 1996: Helps establish clear distinction between employees and contractors to avoid misclassification

Companies Act 2006: Primary legislation governing company operations and corporate relationships in the UK

Trade Marks Act 1994: Governs the protection and use of trademarks in software and related products

Copyright (Computer Programs) Regulations 1992: Specific regulations for copyright protection of computer programs and software

UK General Data Protection Regulation: Post-Brexit data protection regulation governing personal data processing and transfer

Data Protection Act 2018: UK's implementation of data protection standards and requirements

Privacy and Electronic Communications Regulations: Governs electronic communications and digital privacy requirements

Electronic Communications Act 2000: Provides legal framework for electronic communications and digital signatures

Electronic Commerce Regulations 2002: Regulates electronic commerce activities and online business operations

Competition Act 1998: Ensures fair competition and prevents anti-competitive practices

Enterprise Act 2002: Provides framework for business regulation and market competition

Consumer Rights Act 2015: Protects consumer rights in contracts for goods and services

Unfair Contract Terms Act 1977: Regulates unfair terms in contracts and limits ability to exclude liability

IR35 Legislation: Tax legislation governing off-payroll working rules and contractor status

Value Added Tax Act 1994: Governs VAT obligations and requirements in service contracts

Network and Information Systems Regulations 2018: Establishes security requirements for network and information systems

Agency Workers Regulations 2010: Protects rights of agency workers and temporary staff

Working Time Regulations 1998: Governs working hours and time management, may apply to contractors in certain circumstances

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What is a Software Development Subcontractor Agreement?

What sections should be included in a Software Development Subcontractor Agreement?

What sections are optional to include in a Software Development Subcontractor Agreement?

What schedules should be included in a Software Development Subcontractor Agreement?

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