Software Outsourcing Agreement Template for Indonesia

A Software Outsourcing Agreement is essential for businesses seeking to engage external providers for software development services in Indonesia. This document is particularly crucial given Indonesia's specific regulatory requirements under the ITE Law (Law No. 11 of 2008) and related regulations. The agreement should be used when a company wants to outsource any software development, maintenance, or related technical services to a third-party provider. It includes comprehensive provisions covering project scope, intellectual property rights, data protection, service levels, and compliance with local Indonesian laws. The document is structured to protect both parties' interests while ensuring alignment with Indonesian legal requirements regarding electronic systems, data protection, and business relationships. Special attention is given to intellectual property rights transfer, data security requirements, and local content requirements that may apply under Indonesian law.

1. Parties: Identification of the client and service provider, including their legal status and registered addresses

2. Background: Context of the agreement, business relationship, and general purpose of the outsourcing arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including technical terms and project-specific terminology

4. Scope of Services: Detailed description of the software development services to be provided, including deliverables and exclusions

5. Project Methodology and Timeline: Development methodology, project phases, milestones, and delivery schedules

6. Service Provider's Obligations: Key responsibilities and commitments of the service provider, including quality standards and reporting requirements

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

8. Acceptance Testing: Procedures for testing, acceptance criteria, and handling of defects

9. Charges and Payment: Fee structure, payment terms, expenses, and invoicing procedures

10. Intellectual Property Rights: Ownership and licensing of pre-existing and newly developed IP, including source code

11. Confidentiality: Protection of confidential information and trade secrets

12. Data Protection and Privacy: Compliance with Indonesian data protection laws and handling of personal data

13. Warranties and Representations: Standard warranties regarding service quality, authority to contract, and compliance with laws

14. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements

15. Term and Termination: Duration of agreement, renewal terms, and termination rights

16. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law provisions

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