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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."
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
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
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
Acceptance Tests
Affiliate
Background IP
Business Day
Change Request
Confidential Information
Client Materials
Defect
Deliverables
Development Methodology
Documentation
Effective Date
Fees
Force Majeure Event
Foreground IP
Good Industry Practice
Intellectual Property Rights
Key Personnel
Milestone
Personal Data
Project
Project Manager
Services
Source Code
Specifications
Software
Statement of Work
Third Party Software
User Acceptance Testing
Appointment
Scope of Services
Project Management
Change Control
Developer Obligations
Client Obligations
Acceptance Testing
Intellectual Property Rights
License Grant
Confidentiality
Data Protection
Personal Data
Warranties
Fees and Payment
Term and Duration
Termination
Force Majeure
Liability and Indemnification
Insurance
Staff and Resources
Security Requirements
Dispute Resolution
Notices
Assignment and Subcontracting
Entire Agreement
Severability
Waiver
Governing Law
Counterparts
Technology
Financial Services
Healthcare
E-commerce
Manufacturing
Telecommunications
Education
Government
Retail
Insurance
Banking
Logistics
Automotive
Energy
Legal
Information Technology
Software Development
Project Management
Procurement
Information Security
Risk Management
Compliance
Operations
Digital Transformation
Engineering
Commercial
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
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