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Software Development Outsourcing Agreement

Software Development Outsourcing Agreement Template for Philippines

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Key Requirements PROMPT example:

Software Development Outsourcing Agreement

"I need a Software Development Outsourcing Agreement for a fintech startup engaging a Philippine development company to create a mobile payment app, with strict data security requirements and compliance with banking regulations, starting March 2025."

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Document background
The Software Development Outsourcing Agreement is a critical contract used when a company (client) engages an external service provider to develop software solutions. This agreement is particularly important in the Philippine context, where there is a growing technology sector and specific regulatory requirements under laws such as the Data Privacy Act of 2012 and E-Commerce Act of 2000. The document addresses key areas including project scope, intellectual property rights, data protection, service levels, and compliance with Philippine labor and technology laws. It is designed to protect both parties' interests while ensuring clear deliverables, timelines, and quality standards. The agreement is especially relevant for companies looking to leverage the Philippines' strong IT workforce while maintaining legal compliance and project governance.
Suggested Sections

1. Parties: Identification of the contracting parties - the client and the software development service provider

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: 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 and Governance: Project management methodology, reporting structure, and governance framework

6. Term and Timelines: Duration of the agreement and key project milestones

7. Payment Terms: Fees, payment schedule, invoicing, and payment methods

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

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: Guarantees regarding service quality, compliance, and capabilities

12. Liability and Indemnification: Limitation of liability and mutual indemnification provisions

13. Force Majeure: Provisions for unforeseen circumstances and force majeure events

14. Termination: Conditions and procedures for contract termination

15. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

Optional Sections

1. Service Level Agreement: Specific performance metrics and service levels - include when precise performance measurements are required

2. Personnel Requirements: Specific requirements for development team members - include when team composition is critical

3. Security Requirements: Detailed security protocols and requirements - include for projects involving sensitive data

4. Business Continuity and Disaster Recovery: Procedures for ensuring service continuity - include for mission-critical applications

5. Knowledge Transfer: Process for transferring knowledge to client team - include when client plans to take over maintenance

6. Non-Solicitation: Restrictions on hiring each other's employees - include when protecting against talent poaching

7. Insurance Requirements: Specific insurance coverage requirements - include for high-value or high-risk projects

8. Change Control Process: Procedures for managing scope changes - include for complex, long-term projects

Suggested Schedules

1. Schedule A - Project Specifications: Detailed technical specifications and requirements for the software development project

2. Schedule B - Delivery Schedule: Detailed timeline of deliverables and milestones

3. Schedule C - Pricing and Payment Schedule: Detailed breakdown of costs, rates, and payment milestones

4. Schedule D - Service Levels and KPIs: Specific performance metrics and measurement criteria

5. Schedule E - Personnel and Resources: List of key personnel and required resources

6. Schedule F - Testing and Acceptance Criteria: Detailed testing procedures and acceptance requirements

7. Schedule G - Technical Standards: Required technical standards, coding conventions, and documentation requirements

8. Appendix 1 - Data Processing Agreement: Specific terms for handling personal and sensitive data in compliance with Philippine law

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acceptance Criteria
Acceptance Tests
Affiliate
Authorised Users
Background IP
Business Day
Change Request
Client Materials
Client Systems
Confidential Information
Data Protection Laws
Deliverables
Development Environment
Documentation
Effective Date
Final Acceptance
Force Majeure Event
Foreground IP
Good Industry Practice
Implementation Services
Intellectual Property Rights
Key Personnel
Milestone
Open Source Software
Personal Data
Project
Project Manager
Project Plan
Service Credits
Service Levels
Services
Software
Source Code
Specifications
Statement of Work
Subcontractor
Support Services
System
Term
Third Party Materials
Time and Materials
UAT
Updates
Virus
Work Product
Clauses
Definitions
Services Scope
Project Management
Acceptance Testing
Service Levels
Change Control
Payment Terms
Intellectual Property
Data Protection
Confidentiality
Personnel
Warranties
Liability
Indemnification
Force Majeure
Insurance
Term and Termination
Exit Management
Non-Solicitation
Dispute Resolution
Governing Law
Assignment
Subcontracting
Audit Rights
Compliance
Security Requirements
Business Continuity
Notice
Entire Agreement
Severability
Waiver
Amendments
Third Party Rights
Anti-Corruption
Data Privacy
Source Code Escrow
Knowledge Transfer
Quality Assurance
Performance Monitoring
Disaster Recovery
Relevant Industries

Information Technology

Financial Services

Healthcare

E-commerce

Manufacturing

Telecommunications

Education

Government

Retail

Insurance

Banking

Logistics

Professional Services

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Information Security

Risk Management

Finance

Operations

Compliance

Project Management Office

Software Development

Vendor Management

Data Protection

Relevant Roles

Chief Technology Officer

Chief Information Officer

IT Director

Project Manager

Legal Counsel

Procurement Manager

Software Development Manager

Contract Manager

Information Security Officer

Data Protection Officer

Operations Director

Technical Architect

Vendor Management Officer

Risk Management Officer

Compliance Officer

Chief Financial Officer

Industries
Data Privacy Act of 2012 (Republic Act No. 10173): Protects individual personal information in information and communications systems, including privacy rights and requirements for data handling and transfer
Intellectual Property Code of the Philippines (Republic Act No. 8293): Governs intellectual property rights, including copyright protection for software, source code, and related documentation
E-Commerce Act of 2000 (Republic Act No. 8792): Regulates electronic transactions, including recognition of electronic documents and contracts
Labor Code of the Philippines (Presidential Decree No. 442): Governs employment relationships, including contractor arrangements and service agreements
Civil Code of the Philippines (Republic Act No. 386): Provides the fundamental principles of contracts, obligations, and commercial transactions
Foreign Investments Act of 1991 (Republic Act No. 7042): Regulates foreign investments and business activities in the Philippines
National Internal Revenue Code: Governs taxation aspects of service contracts and international transactions
Cybercrime Prevention Act of 2012 (Republic Act No. 10175): Addresses cybersecurity and digital crimes, relevant for software development and data protection
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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