Software Development Services Contract Template for Indonesia

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Key Requirements PROMPT example:

Software Development Services Contract

"I need a Software Development Services Contract under Indonesian law for my fintech startup to engage a local development agency to build a mobile payment application, with strict data protection provisions and phased delivery milestones starting March 2025."

Document background
The Software Development Services Contract is essential for organizations engaging external developers or agencies for custom software development in Indonesia. This agreement is designed to comply with Indonesian legislation, including Law No. 11 of 2008 on Electronic Information and Transactions (ITE Law) and related regulations. It is typically used when a company needs to outsource software development, establish clear deliverables and timelines, protect intellectual property rights, and ensure compliance with local data protection requirements. The contract covers crucial elements such as development methodology, acceptance criteria, payment terms, and warranty provisions, while addressing specific Indonesian legal requirements for electronic systems and transactions. It serves as a crucial tool for managing software development relationships and protecting both parties' interests within the Indonesian legal framework.
Suggested Sections

1. Parties: Identification and details of the service provider and client

2. Background: Context of the agreement and general purpose of the software development services

3. Definitions: Definitions of key terms used throughout the agreement

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

5. Development Methodology: Agreed development approach, project phases, and delivery methodology

6. Project Timeline and Milestones: Specific timeframes, deadlines, and key project milestones

7. Acceptance Testing: Procedures for testing, acceptance criteria, and approval of deliverables

8. Payment Terms: Fee structure, payment schedule, and related financial terms

9. Intellectual Property Rights: Ownership and licensing of developed software and related materials

10. Confidentiality: Protection of confidential information and trade secrets

11. Data Protection: Compliance with Indonesian data protection laws and data handling requirements

12. Warranties and Representations: Warranties regarding service quality, compliance, and performance

13. Limitation of Liability: Limits on liability and indemnification provisions

14. Term and Termination: Duration of agreement and conditions for termination

15. Force Majeure: Provisions for unforeseen circumstances affecting performance

16. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution procedures

17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Source Code Escrow: Optional provisions for source code escrow arrangements, recommended for business-critical applications

2. Third-Party Software: Provisions regarding use and licensing of third-party software components, needed if third-party tools are used

3. Service Level Agreement: Detailed service levels and performance metrics, recommended for ongoing maintenance agreements

4. Security Requirements: Specific security standards and compliance requirements, important for sensitive data handling

5. Change Management: Procedures for handling change requests and scope modifications, useful for complex projects

6. Knowledge Transfer: Provisions for training and knowledge transfer to client's team, important when client plans to maintain software internally

7. Disaster Recovery: Procedures for data backup and recovery, recommended for critical systems

8. Exit Management: Detailed transition provisions for end of contract, important for long-term strategic projects

Suggested Schedules

1. Schedule 1 - Project Specifications: Detailed technical specifications and requirements for the software

2. Schedule 2 - Development Methodology: Detailed description of development approach, sprints, and delivery process

3. Schedule 3 - Acceptance Test Criteria: Specific criteria and procedures for accepting deliverables

4. Schedule 4 - Fee Schedule: Detailed breakdown of fees, payment milestones, and rates

5. Schedule 5 - Service Levels: Performance metrics and service level requirements

6. Schedule 6 - Project Timeline: Detailed project schedule with milestones and deadlines

7. Appendix A - Technical Infrastructure: Specifications of technical infrastructure and environment requirements

8. Appendix B - Security Standards: Required security standards and compliance requirements

9. Appendix C - Personnel: Key personnel and roles assigned to the project

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

Education

Retail

Telecommunications

Government

Insurance

Transportation

Logistics

Professional Services

Media and Entertainment

Energy and Utilities

Relevant Teams

Legal

Information Technology

Procurement

Software Development

Project Management

Contract Management

Digital Transformation

Technology Operations

Risk & Compliance

Vendor Management

Relevant Roles

Chief Technology Officer

IT Director

Project Manager

Legal Counsel

Procurement Manager

Software Development Manager

Technical Lead

Contract Manager

Chief Information Officer

Head of Digital Transformation

IT Procurement Specialist

Software Architect

Legal Operations Manager

Technology Contract Specialist

Chief Digital Officer

Head of Software Development

Industries
Law No. 11 of 2008 on Electronic Information and Transactions (ITE Law): Primary legislation governing electronic transactions, including software development and digital services. Covers electronic signatures, data protection, and cybersecurity requirements.
Indonesian Civil Code (KUHPerdata): Provides the fundamental framework for contract formation, validity, and enforcement in Indonesia, including requirements for legal agreements.
Law No. 28 of 2014 on Copyright: Regulates intellectual property rights for software, source code, and related documentation, including protection of computer programs.
Government Regulation No. 71 of 2019 on Electronic Systems and Transactions: Details requirements for electronic system operations, including software development standards and security measures.
Law No. 13 of 2003 on Manpower: Relevant for determining employment relationships and contractor status in software development services.
Law No. 24 of 2019 on Creative Economy: Provides framework for digital creative services including software development as part of creative economy sector.
Government Regulation No. 80 of 2019 on Trading Through Electronic Systems: Regulates e-commerce and electronic system-based trading, relevant for software licensing and delivery.
Law No. 8 of 1999 on Consumer Protection: Ensures protection of end-users' rights and establishes quality standards for products and services, including software.
Minister of Communication and Information Technology Regulation No. 20 of 2016 on Personal Data Protection: Establishes requirements for personal data protection in electronic systems, crucial for software handling user data.
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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