Software Developer Independent Contractor Agreement Template for Indonesia

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Key Requirements PROMPT example:

Software Developer Independent Contractor Agreement

"I need a Software Developer Independent Contractor Agreement for engaging a senior full-stack developer based in Jakarta to work remotely on our fintech application for 6 months starting March 2025, with strict IP protection and source code ownership clauses."

Document background
The Software Developer Independent Contractor Agreement is essential for businesses operating in Indonesia that need to engage software developers on a contractual basis. This document is particularly relevant in today's digital economy where companies require flexible access to technical talent while maintaining clear legal boundaries between employment and contractor relationships. The agreement complies with Indonesian law, including the Civil Code (KUHPerdata), Law No. 13 of 2003 on Manpower, and technology-related regulations. It addresses key aspects such as intellectual property rights, confidentiality, service scope, payment terms, and tax considerations specific to the Indonesian context. This agreement is crucial for protecting both parties' interests while ensuring the independent nature of the relationship is properly documented and maintained.
Suggested Sections

1. Parties: Identifies the contracting parties and their legal status, including company/individual details and addresses

2. Background: Explains the context of the agreement and confirms the contractor's independent status

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Services: Details the software development services to be provided, including specific responsibilities and deliverables

5. Term and Engagement: Specifies the duration of the agreement and nature of the engagement

6. Payment Terms: Outlines compensation, payment schedule, expenses, and invoicing procedures

7. Independent Contractor Status: Explicitly establishes the independent nature of the relationship and disclaims employment relationship

8. Intellectual Property Rights: Addresses ownership and transfer of IP rights in developed software and materials

9. Confidentiality: Defines confidential information and obligations to protect it

10. Contractor's Obligations: Lists specific duties, standards of work, and compliance requirements

11. Client's Obligations: Outlines client's responsibilities and support requirements

12. Representations and Warranties: States parties' assurances regarding capacity, skills, and compliance

13. Termination: Specifies conditions for ending the agreement and post-termination obligations

14. Limitation of Liability: Sets boundaries on parties' liability and includes indemnification provisions

15. General Provisions: Contains standard legal clauses including notices, amendments, governing law, and dispute resolution

Optional Sections

1. Non-Competition: Restricts contractor from working with competitors - include when protecting market position is crucial

2. Non-Solicitation: Prevents poaching of clients/employees - use when contractor will have significant client/employee contact

3. Insurance: Specifies required insurance coverage - include for high-value or high-risk projects

4. Data Protection: Details data handling requirements - include when personal data processing is involved

5. Source Code Escrow: Establishes source code safekeeping arrangements - use for business-critical software

6. Performance Metrics: Defines KPIs and performance standards - include when specific metrics are crucial

7. Security Requirements: Specifies security protocols and compliance - use for sensitive projects

8. Disaster Recovery: Outlines backup and recovery procedures - include for mission-critical development

9. Third-Party Code Usage: Governs use of open-source or third-party software - include when third-party components are expected

Suggested Schedules

1. Schedule A - Scope of Work: Detailed description of software development services, technical requirements, and deliverables

2. Schedule B - Payment Schedule: Detailed breakdown of fees, milestones, and payment terms

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

4. Schedule D - Technical Specifications: Detailed technical requirements and specifications for the software

5. Schedule E - Project Timeline: Project phases, milestones, and delivery dates

6. Appendix 1 - Approved Third-Party Software: List of approved third-party and open-source software components

7. Appendix 2 - Security Protocols: Detailed security requirements and compliance procedures

8. Appendix 3 - Testing Procedures: Software testing requirements and acceptance criteria

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

Clauses
Relevant Industries

Technology

Information Technology

E-commerce

Financial Services

Healthcare Technology

Education Technology

Digital Media

Telecommunications

Banking

Insurance

Retail Technology

Manufacturing Technology

Logistics Technology

Professional Services

Gaming and Entertainment

Relevant Teams

Legal

Human Resources

Information Technology

Software Development

Operations

Procurement

Finance

Compliance

Risk Management

Technical Recruitment

Relevant Roles

Chief Technology Officer

HR Director

Legal Counsel

Software Development Manager

Project Manager

Technical Lead

Procurement Manager

Contracts Manager

IT Director

Software Engineer

Technical Recruiter

Operations Director

Finance Manager

Compliance Officer

Technology Risk Manager

Industries
Indonesian Civil Code (KUHPerdata): The fundamental law governing contracts, obligations, and civil relationships in Indonesia. It provides the basic framework for contract formation, validity, and enforcement.
Law No. 13 of 2003 on Manpower: Although primarily focused on employment relationships, this law helps distinguish between employees and independent contractors, which is crucial for proper contract structuring.
Law No. 28 of 2014 on Copyright: Governs intellectual property rights for software and other creative works, crucial for determining ownership and transfer of rights in software development.
Law No. 11 of 2008 on Electronic Information and Transactions (ITE Law): Regulates electronic transactions and information technology, including software development services and digital contracts.
Government Regulation No. 71 of 2019 on Electronic Systems and Transactions: Provides detailed regulations for electronic system operations and digital transactions, relevant for software development services.
Law No. 24 of 2000 on International Agreements: Relevant if the contractor agreement involves international parties or cross-border services.
Law No. 25 of 2007 on Investment: May be relevant if the software development services involve foreign investment or international business relationships.
Law No. 36 of 2008 on Income Tax: Governs the tax obligations of independent contractors and the withholding requirements for service fees.
Minister of Finance Regulation No. 102/PMK.010/2016: Specifies tax treatment for independent contractors and service providers, including registration and reporting requirements.
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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