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1. Parties: Identification of contracting parties and their legal status
2. Background: Context of the agreement and relationship between parties
3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement
4. Scope of Services: Overview of software development services to be provided
5. Service Provider's Obligations: Core obligations including development, testing, and delivery responsibilities
6. Client's Obligations: Client responsibilities including providing access, information, and approvals
7. Project Management: Governance structure, reporting, and communication protocols
8. Change Control: Process for requesting and implementing changes to services or deliverables
9. Acceptance Testing: Procedures for testing and accepting deliverables
10. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP
11. Data Protection and Security: Obligations regarding data handling, privacy, and security measures
12. Charges and Payment: Fee structure, payment terms, and invoicing procedures
13. Warranties and Representations: Assurances regarding services, deliverables, and capacity to contract
14. Liability and Indemnities: Risk allocation and liability limitations
15. Term and Termination: Duration, renewal, and termination provisions
16. Confidentiality: Protection of confidential information
17. Force Majeure: Handling of events beyond reasonable control
18. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Service Credits: Defines service level credits and performance incentives, used when specific service levels are critical
2. Source Code Escrow: Provisions for source code escrow arrangements, used when client requires access to source code in specific circumstances
3. Business Continuity: Disaster recovery and business continuity requirements, used for business-critical applications
4. Third Party Contracts: Management of third-party licenses and contracts, used when third-party software is incorporated
5. Staff and Key Personnel: Requirements for specific personnel or teams, used when particular expertise is essential
6. Knowledge Transfer: Provisions for training and knowledge transfer, used when client plans to maintain software internally
7. Open Source Software: Management of open source components, used when open source software is part of the solution
8. Export Control: Export control compliance, used for international projects or restricted technologies
1. Schedule 1 - Services Description: Detailed description of software development services and methodologies
2. Schedule 2 - Service Levels: Performance metrics, service levels, and measurement criteria
3. Schedule 3 - Charges: Detailed pricing, payment structure, and rate cards
4. Schedule 4 - Project Plan: Project timeline, milestones, and deliverables
5. Schedule 5 - Technical Requirements: Technical specifications and requirements
6. Schedule 6 - Testing Procedures: Detailed testing methodology and acceptance criteria
7. Schedule 7 - Security Requirements: Information security standards and requirements
8. Schedule 8 - Change Control Procedures: Detailed procedures for managing changes
9. Appendix A - Form of Change Order: Template for documenting and approving changes
10. Appendix B - Key Personnel: List of key personnel and their roles
11. Appendix C - Approved Subcontractors: List of approved subcontractors if applicable
Acceptance Tests
Affiliate
Agreed Service Hours
Applicable Law
Background IP
Business Day
Change Control Procedure
Change Order
Charges
Client Data
Client Materials
Client Software
Confidential Information
Data Protection Laws
Defect
Deliverables
Development Environment
Documentation
Effective Date
Emergency Maintenance
Escrow Agreement
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Milestone
Open Source Software
Personal Data
Project
Project Plan
Release
Security Requirements
Service Credits
Service Levels
Services
Software
Source Code
Specification
Statement of Work
Subcontractor
Term
Third Party Materials
Third Party Software
Updates
Upgrades
User Acceptance Testing
Virus
Work Product
Services
Charges and Payment
Intellectual Property Rights
Data Protection
Confidentiality
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Change Control
Service Levels
Acceptance Testing
Project Management
Personnel
Subcontracting
Governance
Security
Compliance
Insurance
Dispute Resolution
Assignment
Notices
Amendments
Entire Agreement
Severability
Waiver
Third Party Rights
Governing Law
Source Code Escrow
Client Obligations
Service Provider Obligations
Audit Rights
Business Continuity
Risk Allocation
Quality Assurance
Documentation
Training
Maintenance and Support
Technology
Financial Services
Healthcare
Retail
Manufacturing
Education
Telecommunications
Professional Services
E-commerce
Media and Entertainment
Insurance
Banking
Logistics
Government
Real Estate
Legal
Information Technology
Procurement
Risk & Compliance
Information Security
Finance
Operations
Project Management Office
Software Development
Commercial
Vendor Management
Data Protection
Technical Architecture
Chief Technology Officer
Head of Legal
IT Director
Software Development Manager
Procurement Manager
Contract Manager
Legal Counsel
Chief Information Officer
Project Manager
Information Security Officer
Risk Manager
Compliance Officer
Technical Architect
Commercial Director
Operations Director
Chief Financial Officer
Data Protection Officer
Vendor Management Lead
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