Software Development Subcontractor Agreement for Malaysia

Software Development Subcontractor Agreement Template for Malaysia

A comprehensive legal agreement governed by Malaysian law that establishes the terms and conditions under which a subcontractor provides software development services to a main contractor. The document addresses key aspects including intellectual property rights, data protection compliance under PDPA 2010, service delivery standards, payment terms, and confidentiality obligations. It incorporates specific provisions required under Malaysian legislation while ensuring practical operational requirements for software development projects are met.

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What is a Software Development Subcontractor Agreement?

The Software Development Subcontractor Agreement is essential for technology companies and service providers operating in Malaysia who need to engage external developers or development firms for specific projects. This document is particularly relevant when a main contractor needs to supplement their development capacity or access specialized skills while maintaining control over project delivery and client relationships. The agreement ensures compliance with Malaysian legislation, including the Contracts Act 1950, Copyright Act 1987, and Personal Data Protection Act 2010. It typically includes detailed provisions for project scope, delivery timelines, quality standards, intellectual property rights, confidentiality, and data protection. The document is structured to protect both parties' interests while facilitating efficient project execution within Malaysia's legal framework.

What sections should be included in a Software Development Subcontractor Agreement?

1. Parties: Identification and details of the main contractor and subcontractor, including registration numbers and registered addresses

2. Background: Context of the agreement, including reference to the main contract and reason for subcontracting

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

4. Appointment and Scope of Services: Terms of appointment and detailed description of the software development services to be provided

5. Term and Timeline: Duration of the agreement and key project milestones

6. Payment Terms: Fees, payment schedule, invoicing requirements, and payment methods

7. Intellectual Property Rights: Ownership and licensing of developed software, existing IP, and third-party materials

8. Confidentiality: Protection of confidential information and trade secrets

9. Data Protection and Security: Compliance with PDPA 2010 and data security requirements

10. Performance Standards: Quality standards, acceptance criteria, and testing requirements

11. Warranties and Representations: Warranties regarding service quality, compliance with laws, and authority to contract

12. Liability and Indemnification: Limitation of liability and indemnification obligations

13. Termination: Grounds for termination, notice requirements, and consequences of termination

14. Post-Termination Obligations: Obligations surviving termination, including IP transfers and confidentiality

15. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution

What sections are optional to include in a Software Development Subcontractor Agreement?

1. Source Code Escrow: Terms for source code escrow arrangements, used when the client requires security of access to source code

2. Insurance: Specific insurance requirements, included when project size or risks warrant additional coverage

3. Non-Competition: Restrictions on competing activities, used when protecting market position is crucial

4. Change Control: Procedures for managing changes to project scope or specifications, important for complex projects

5. Disaster Recovery: Business continuity and disaster recovery requirements, included for mission-critical software

6. Security Clearance: Requirements for personnel security clearance, needed for sensitive or government-related projects

7. Knowledge Transfer: Provisions for training and knowledge transfer, important when ongoing maintenance is required

8. Force Majeure: Specific force majeure provisions beyond standard terms, important in uncertain times or locations

What schedules should be included in a Software Development Subcontractor Agreement?

1. Schedule 1 - Services Specification: Detailed technical specifications of the software development services

2. Schedule 2 - Service Levels: Performance metrics, response times, and quality standards

3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones

4. Schedule 4 - Project Timeline: Detailed project phases, deliverables, and deadlines

5. Schedule 5 - Testing and Acceptance Criteria: Specific testing procedures and acceptance requirements

6. Schedule 6 - Security Requirements: Detailed security protocols and compliance requirements

7. Schedule 7 - Key Personnel: List of key team members and their roles

8. Appendix A - Main Contract Extract: Relevant excerpts from the main contract affecting the subcontractor's work

9. Appendix B - Technical Stack: Approved technology stack and third-party components

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

Jurisdiction

Malaysia

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Software Development

Financial Services

E-commerce

Healthcare Technology

Education Technology

Manufacturing Technology

Telecommunications

Digital Media

Professional Services

Relevant Teams

Legal

Information Technology

Software Development

Procurement

Operations

Compliance

Risk Management

Project Management Office

Vendor Management

Contract Administration

Relevant Roles

Chief Technology Officer

IT Director

Software Development Manager

Project Manager

Legal Counsel

Procurement Manager

Contract Manager

Technical Lead

Development Team Lead

Operations Manager

Compliance Officer

Risk Manager

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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