Master Software Development Agreement Template for Malaysia

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Key Requirements PROMPT example:

Master Software Development Agreement

"I need a Master Software Development Agreement for my fintech startup in Malaysia that will engage an external developer for a series of mobile banking applications, with strict data protection requirements and source code ownership provisions."

Document background
The Master Software Development Agreement serves as the primary contractual framework for organizations engaging in software development projects in Malaysia. This document is essential when a client organization requires ongoing software development services from a developer, potentially spanning multiple projects or phases. It establishes comprehensive terms covering project methodology, intellectual property rights, data protection, acceptance testing, and payment structures, while ensuring compliance with Malaysian legislation including the Contracts Act 1950 and relevant technology laws. The agreement is designed to provide flexibility for future projects while maintaining consistent legal and operational standards.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, including the client's business needs and developer's expertise

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

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

5. Project Management: Framework for managing the development process, including methodology, reporting, and governance

6. Change Management: Procedures for requesting, evaluating, and implementing changes to the scope or specifications

7. Acceptance Testing: Procedures and criteria for testing and accepting deliverables

8. Intellectual Property Rights: Ownership and licensing of pre-existing and newly developed intellectual property

9. Confidentiality: Protection of confidential information and trade secrets

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

11. Warranties and Representations: Warranties regarding service quality, compliance with laws, and intellectual property rights

12. Fees and Payment: Payment terms, fee structure, and invoicing procedures

13. Term and Termination: Duration of the agreement and circumstances for termination

14. Liability and Indemnification: Allocation of risks and responsibilities between parties

15. Force Majeure: Provisions for handling events beyond reasonable control

16. General Provisions: Standard legal provisions including governing law, notices, and assignment

Optional Sections

1. Source Code Escrow: Terms for source code escrow arrangements - include when the client requires access to source code in specific circumstances

2. Security Requirements: Specific security standards and requirements - include for highly sensitive or regulated projects

3. Service Levels: Performance metrics and service level agreements - include when specific performance standards are required

4. Disaster Recovery: Disaster recovery and business continuity provisions - include for business-critical applications

5. Third-Party Components: Management of third-party software and components - include when significant third-party elements are involved

6. Training and Documentation: Requirements for user training and system documentation - include when knowledge transfer is critical

7. Support and Maintenance: Post-development support terms - include if ongoing support is part of the arrangement

8. International Data Transfers: Provisions for cross-border data transfers - include when data will be processed across jurisdictions

Suggested Schedules

1. Statement of Work: Detailed technical specifications and requirements for the software

2. Development Methodology: Specific development approach, sprint structure, and delivery milestones

3. Acceptance Testing Criteria: Detailed testing procedures and acceptance criteria

4. Fee Schedule: Detailed breakdown of fees, payment milestones, and rate cards

5. Service Levels and KPIs: Detailed performance metrics and measurement criteria

6. Personnel: Key personnel and roles from both parties

7. Security Standards: Detailed security requirements and compliance standards

8. Change Request Template: Standard format for submitting and processing change requests

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

Financial Services

Healthcare

E-commerce

Manufacturing

Telecommunications

Education

Government

Retail

Insurance

Banking

Logistics

Automotive

Energy

Relevant Teams

Legal

Information Technology

Software Development

Project Management

Procurement

Information Security

Risk Management

Compliance

Operations

Digital Transformation

Engineering

Commercial

Relevant Roles

Chief Technology Officer

Chief Information Officer

Head of Legal

Legal Counsel

IT Director

Software Development Manager

Project Manager

Procurement Manager

Contract Manager

Technology Risk Manager

Information Security Officer

Data Protection Officer

IT Operations Manager

Digital Transformation Director

Chief Digital Officer

Head of Engineering

VP of Technology

Commercial Director

Industries
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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