Software Development Retainer Agreement Template for Netherlands

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Key Requirements PROMPT example:

Software Development Retainer Agreement

"I need a Software Development Retainer Agreement under Dutch law for our fintech startup, with a focus on securing dedicated developers for blockchain development and including strict data protection provisions, starting from January 2025."

Document background
The Software Development Retainer Agreement is designed for situations where a client requires regular, ongoing software development services rather than a one-off project. This agreement, governed by Dutch law and compliant with EU regulations, establishes a framework where the client commits to a minimum volume of development services over a specified period, typically with dedicated resources. It addresses key aspects such as resource availability, service requests, intellectual property rights, quality standards, and payment terms. The retainer model offers advantages including priority access to development resources, consistent pricing, and streamlined engagement processes. This type of agreement is particularly suitable for businesses with ongoing development needs, digital transformation initiatives, or those requiring regular software maintenance and enhancement.
Suggested Sections

1. Parties: Identification and details of the contracting parties - the software development company and the client

2. Background: Context of the agreement and brief description of the parties' intentions regarding the retainer arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including technical and commercial terms

4. Scope of Services: Overview of the software development services covered under the retainer arrangement

5. Retainer Structure: Details of the retainer model, including minimum hours/commitment, rollover terms, and resource allocation

6. Service Delivery: Process for requesting, scheduling, and delivering development services under the retainer

7. Charges and Payment: Retainer fees, payment terms, additional charges, and invoicing procedures

8. Intellectual Property Rights: Ownership and licensing of developed software, pre-existing IP, and third-party components

9. Acceptance Testing: Procedures for testing and accepting delivered software components

10. Warranties and Quality Standards: Quality commitments, technical standards, and performance warranties

11. Confidentiality: Protection of confidential information and trade secrets

12. Term and Termination: Duration of the agreement, renewal terms, and termination provisions

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

14. General Provisions: Standard legal provisions including governing law, disputes, and notices

Optional Sections

1. Data Protection: Detailed GDPR compliance terms - required if personal data processing is involved

2. Source Code Escrow: Terms for source code escrow arrangements - useful for business-critical applications

3. Service Levels: Specific SLAs and performance metrics - needed for mission-critical development

4. Security Requirements: Detailed security obligations - important for sensitive applications or regulated industries

5. Change Control: Formal process for managing changes - useful for complex or long-term engagements

6. Disaster Recovery: DR and business continuity terms - important for critical system development

7. Non-Solicitation: Restrictions on hiring team members - useful when dedicated developers are assigned

8. Knowledge Transfer: Terms for documentation and training - important when client plans to maintain software internally

Suggested Schedules

1. Schedule 1 - Service Description: Detailed description of development services, methodologies, and technical scope

2. Schedule 2 - Charging Rates: Detailed rate card, including different developer levels and specialized skills

3. Schedule 3 - Service Levels: Technical performance standards, response times, and quality metrics

4. Schedule 4 - Technical Standards: Required coding standards, technologies, and development practices

5. Schedule 5 - Testing Procedures: Detailed acceptance testing procedures and criteria

6. Schedule 6 - Security Requirements: Technical security standards and compliance requirements

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

8. Appendix A - Change Request Template: Standard form for requesting changes to services or deliverables

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

Healthcare

E-commerce

Manufacturing

Telecommunications

Professional Services

Media and Entertainment

Education

Retail

Insurance

Transportation and Logistics

Relevant Teams

Legal

Information Technology

Procurement

Software Development

Operations

Finance

Information Security

Risk Management

Digital Innovation

Project Management Office

Quality Assurance

Vendor Management

Relevant Roles

Chief Technology Officer

IT Director

Software Development Manager

Project Manager

Legal Counsel

Procurement Manager

Technical Lead

Solution Architect

Product Owner

Contract Manager

Chief Information Officer

Head of Digital

Innovation Manager

Development Team Lead

Operations 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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