Software Consulting Contract Template for Indonesia

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Key Requirements PROMPT example:

Software Consulting Contract

"I need a Software Consulting Contract for hiring a Jakarta-based consultant to develop our e-commerce platform, with the project starting January 2025 and running for 18 months, including source code escrow provisions and strict data protection requirements for handling customer data."

Document background
The Software Consulting Contract is essential for businesses engaging external software expertise in Indonesia. It's particularly relevant in today's digital transformation landscape where companies seek specialized technical knowledge and implementation support. This contract type addresses key aspects including service definitions, intellectual property rights, data protection, and compliance with Indonesian regulations such as the ITE Law and Civil Code. It's designed to protect both parties' interests while ensuring clear deliverables and payment terms. The document is crucial for companies undertaking software development, system implementation, or digital transformation projects in Indonesia, whether working with local or international consultants.
Suggested Sections

1. Parties: Identification of the consulting firm and the client, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Key terms used throughout the agreement, including technical terms specific to software consulting

4. Scope of Services: Detailed description of consulting services to be provided, including software development, advisory, or implementation services

5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination

6. Consultant's Obligations: Key responsibilities, delivery commitments, quality standards, and reporting requirements

7. Client's Obligations: Client responsibilities, including provision of access, information, and resources

8. Fees and Payment: Compensation structure, payment terms, expenses, and invoicing procedures

9. Intellectual Property Rights: Ownership and licensing of pre-existing IP and newly developed software/materials

10. Confidentiality: Protection of confidential information, trade secrets, and data security measures

11. Data Protection: Compliance with Indonesian data protection laws and handling of personal/sensitive data

12. Warranties and Representations: Guarantees regarding service quality, compliance with laws, and professional standards

13. Limitation of Liability: Caps on liability and exclusions of certain types of damages

14. Force Majeure: Provisions for unforeseen circumstances preventing contract performance

15. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution

Optional Sections

1. Non-Competition: Restrictions on competitive activities, used when the consultant may have access to sensitive market information

2. Insurance: Requirements for professional indemnity and other insurance coverage, typically included for larger projects

3. Source Code Escrow: Arrangements for source code protection, relevant when developing custom software

4. Change Management: Procedures for handling changes to scope or requirements, important for complex projects

5. Service Levels: Specific performance metrics and penalties, used for ongoing service arrangements

6. Compliance with Specific Regulations: Additional regulatory compliance sections for specific industries (e.g., financial services, healthcare)

7. Personnel Requirements: Specific qualifications or security clearance requirements for consultant's staff

8. Knowledge Transfer: Requirements for training and knowledge sharing, important for long-term projects

Suggested Schedules

1. Schedule A - Services Description: Detailed breakdown of consulting services, methodologies, and deliverables

2. Schedule B - Fee Schedule: Detailed pricing, payment milestones, and rate cards

3. Schedule C - Service Levels: Performance metrics, response times, and quality standards

4. Schedule D - Project Timeline: Key milestones, delivery dates, and project phases

5. Schedule E - Technical Requirements: Specific technical specifications, platforms, and compatibility requirements

6. Schedule F - Personnel: Key personnel, roles, and qualifications

7. Appendix 1 - Change Request Template: Standard form for requesting and documenting changes to scope

8. Appendix 2 - Acceptance Testing Procedures: Criteria and procedures for accepting deliverables

9. Appendix 3 - Security Requirements: Security protocols, access controls, and data protection measures

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

Healthcare

E-commerce

Manufacturing

Telecommunications

Education

Government

Retail

Banking

Insurance

Logistics

Energy

Media and Entertainment

Professional Services

Relevant Teams

Legal

Information Technology

Procurement

Operations

Software Development

Project Management

Vendor Management

Risk and Compliance

Digital Transformation

Solution Architecture

Contract Management

Technical Operations

Relevant Roles

Chief Technology Officer

IT Director

Project Manager

Software Development Manager

Legal Counsel

Procurement Manager

Contract Manager

Technology Consultant

Solutions Architect

Digital Transformation Director

Head of IT

Chief Information Officer

Software Engineer

Business Analyst

IT Operations Manager

Vendor Management Officer

Industries
Indonesian Civil Code (KUH Perdata): Provides the fundamental legal framework for contracts, including requirements for validity, performance, and termination of contractual agreements
Law No. 11 of 2008 on Electronic Information and Transactions (ITE Law): Regulates electronic transactions, digital signatures, and the legal framework for technology-related services and contracts
Law No. 28 of 2014 on Copyright: Governs intellectual property rights protection for software and related works, crucial for software development and consulting agreements
Law No. 13 of 2003 on Employment: Provides framework for employment relationships and consulting arrangements, distinguishing between employees and independent contractors
Government Regulation No. 71 of 2019 on Electronic Systems and Transactions: Details requirements for electronic system operations and data handling in technology-related services
Law No. 24 of 2009 on National Flag, Language, Emblem and Anthem: Requires contracts involving Indonesian parties to be drafted in Indonesian language (bilingual versions permitted)
Law No. 25 of 2007 on Investment: Regulates foreign investment and business activities in Indonesia, relevant if the consulting arrangement involves foreign parties
Government Regulation No. 82 of 2012 on Electronic System and Transaction Operation: Provides specific requirements for electronic system providers and data protection measures
Law No. 42 of 2009 on Value Added Tax: Governs VAT implications for consulting services and software-related transactions
Minister of Communication and Information Technology Regulation No. 20 of 2016: Regulates personal data protection in electronic systems, crucial for handling client data in software consulting
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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