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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
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
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
Acceptance Criteria
Acceptance Tests
Background IP
Business Day
Client
Confidential Information
Deliverables
Development Environment
Documentation
Effective Date
Force Majeure Event
Foreground IP
Good Industry Practice
Implementation Schedule
Intellectual Property Rights
Key Personnel
Main Contract
Milestone
Personal Data
Project
Project Manager
Quality Standards
Services
Service Levels
Software
Source Code
Specification
Subcontractor Materials
Technical Stack
Term
Testing Period
Third Party Materials
Updates
Warranty Period
Work Product
Scope of Services
Term
Payment
Intellectual Property Rights
Confidentiality
Data Protection
Service Levels
Performance Standards
Testing and Acceptance
Warranties
Liability
Indemnification
Insurance
Personnel
Non-Competition
Non-Solicitation
Compliance with Laws
Change Control
Force Majeure
Termination
Assignment
Subcontracting
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Waiver
Amendment
Relationship of Parties
Third Party Rights
Security Requirements
Documentation
Source Code
Knowledge Transfer
Disaster Recovery
Information Technology
Software Development
Financial Services
E-commerce
Healthcare Technology
Education Technology
Manufacturing Technology
Telecommunications
Digital Media
Professional Services
Legal
Information Technology
Software Development
Procurement
Operations
Compliance
Risk Management
Project Management Office
Vendor Management
Contract Administration
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
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