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1. Parties: Identification of the contracting parties - the Client and the Independent Contractor, including complete legal names and addresses
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement, including technical terms specific to software development
4. Scope of Services: Detailed description of the software development services to be provided by the Contractor
5. Term and Termination: Duration of the agreement and conditions for termination by either party
6. Compensation and Payment Terms: Fee structure, payment schedule, and payment methods
7. Independent Contractor Status: Clear statement of contractor's independent status and not an employee
8. Intellectual Property Rights: Ownership and transfer of IP rights in developed software and materials
9. Confidentiality: Protection of confidential information and trade secrets
10. Data Protection and Privacy: Compliance with Philippine Data Privacy Act and data handling requirements
11. Warranties and Representations: Contractor's warranties regarding service quality and compliance with standards
12. Limitation of Liability: Limits on liability and indemnification provisions
13. Dispute Resolution: Process for resolving disputes, including jurisdiction under Philippine law
1. Non-Compete: Restrictions on contractor's ability to work with competitors, used when sensitive proprietary technology is involved
2. Source Code Escrow: Provisions for source code safekeeping, used for critical software applications
3. Performance Metrics: Specific KPIs and performance standards, used for complex or long-term projects
4. Training and Knowledge Transfer: Requirements for training client staff, used when knowledge transfer is crucial
5. Security Requirements: Specific security protocols and compliance requirements, used for sensitive data handling
6. Disaster Recovery: Procedures for backing up and recovering code and data, used for mission-critical applications
7. Third-Party Software Integration: Terms regarding use and integration of third-party software, used when external dependencies exist
8. Maintenance and Support: Post-development maintenance terms, used when ongoing support is required
1. Schedule A - Project Specifications: Detailed technical specifications, features, and functionalities of the software
2. Schedule B - Deliverables and Milestones: Specific project phases, deliverables, and timeline
3. Schedule C - Fee Schedule: Detailed breakdown of fees, payment milestones, and additional costs
4. Schedule D - Acceptance Testing Criteria: Criteria and procedures for accepting delivered software components
5. Schedule E - Service Level Requirements: Performance standards, response times, and quality metrics
6. Appendix 1 - Technical Stack: List of approved technologies, programming languages, and frameworks
7. Appendix 2 - Security Standards: Required security protocols and compliance standards
8. Appendix 3 - Change Request Process: Procedures and forms for requesting and approving changes to scope
Acceptance Criteria
Acceptance Tests
Background IP
Change Request
Client
Client Materials
Confidential Information
Contractor
Deliverables
Development Environment
Documentation
Effective Date
Final Acceptance
Force Majeure
Intellectual Property Rights
Milestone
Payment Schedule
Personal Data
Project
Project Manager
Project Plan
Services
Software
Source Code
Specifications
Sprint
Statement of Work
Technical Stack
Term
Third-Party Materials
User Acceptance Testing
Work Product
Updates
Upgrades
Warranty Period
Engagement
Services
Term
Payment
Independent Contractor Status
Intellectual Property Rights
Confidentiality
Data Protection
Warranties
Deliverables
Testing and Acceptance
Change Management
Project Management
Performance Standards
Documentation
Source Code
Quality Assurance
Termination
Force Majeure
Liability and Indemnification
Insurance
Non-Solicitation
Non-Competition
Assignment
Subcontracting
Notice
Dispute Resolution
Governing Law
Entire Agreement
Severability
Amendment
Waiver
Counterparts
Compliance with Laws
Security Requirements
Backup and Recovery
Knowledge Transfer
Maintenance and Support
Information Technology
Software Development
E-commerce
Financial Services
Healthcare Technology
Educational Technology
Digital Marketing
Telecommunications
Manufacturing Technology
Retail Technology
Banking and Finance
Insurance Technology
Gaming and Entertainment
Business Process Outsourcing
Legal
Information Technology
Procurement
Human Resources
Operations
Software Development
Project Management
Compliance
Finance
Contracts Administration
Chief Technology Officer
IT Director
Software Development Manager
Project Manager
Legal Counsel
Procurement Manager
Technical Lead
HR Director
Contracts Manager
Operations Manager
Software Engineer
Independent Developer
Freelance Programmer
Technical Project Manager
Business Development Manager
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