Software Development Outsourcing Contract Template for Philippines

The Software Development Outsourcing Contract is essential for businesses seeking to outsource their software development needs to service providers in the Philippines, a leading destination for IT outsourcing. This document is designed to comply with Philippine legislation, including the Intellectual Property Code, Data Privacy Act, and E-Commerce Act. It is typically used when a company wants to engage external expertise for software development while maintaining control over project deliverables and protecting intellectual property rights. The contract covers critical aspects such as development methodology, acceptance testing, warranty provisions, and service level commitments, while ensuring compliance with local regulatory requirements. It's particularly relevant given the Philippines' strong IT-BPO sector and growing technology infrastructure, making it a preferred choice for software development outsourcing.

1. Parties: Identification of the client and software development service provider, including their legal addresses and registration details

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

3. Definitions: Key terms used throughout the agreement, including technical terminology

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 communication protocols

6. Service Provider Obligations: Key responsibilities and commitments of the software development provider

7. Client Obligations: Responsibilities of the client, including provision of information and resources

8. Deliverables and Acceptance: Description of deliverables and the acceptance testing process

9. Timeline and Milestones: Project schedule, key milestones, and delivery dates

10. Fees and Payment Terms: Pricing structure, payment schedule, and invoicing procedures

11. Intellectual Property Rights: Ownership and licensing of pre-existing and newly developed IP

12. Confidentiality: Protection of confidential information and trade secrets

13. Data Protection and Privacy: Compliance with Philippine Data Privacy Act and data handling requirements

14. Warranties and Representations: Standard warranties regarding service quality and compliance with laws

15. Limitation of Liability: Caps on liability and exclusions of certain types of damages

16. Term and Termination: Contract duration, renewal terms, and termination rights

17. Force Majeure: Provisions for unforeseen circumstances preventing performance

18. Governing Law and Dispute Resolution: Philippine law as governing law and dispute resolution mechanisms

19. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment