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1. Parties: Identification of the contracting parties, including full legal names, registration numbers, and physical addresses
2. Background: Context of the agreement, nature of the client's business, and contractor's expertise
3. Definitions: Detailed definitions of key terms used throughout the agreement, including technical terminology
4. Independent Contractor Relationship: Clear establishment of independent contractor status, explicitly excluding employment relationship
5. Scope of Services: High-level description of the software development services to be provided
6. Project Timeline and Deliverables: Key milestones, delivery dates, and acceptance criteria
7. Payment Terms: Compensation, payment schedule, invoicing requirements, and expenses policy
8. Intellectual Property Rights: Ownership of existing and created IP, transfer of rights, and licensing provisions
9. Confidentiality: Protection of confidential information, trade secrets, and data security obligations
10. Warranties and Representations: Contractor's warranties regarding expertise, quality of work, and compliance with laws
11. Term and Termination: Duration of agreement, renewal terms, and termination provisions
12. Limitation of Liability: Caps on liability and exclusions of certain types of damages
13. General Provisions: Standard clauses including governing law, dispute resolution, and entire agreement
1. Source Code Escrow: Provisions for source code escrow arrangements, used when the client requires security of access to source code
2. Non-Compete: Restrictions on working with competitors, used when contractor has access to sensitive competitive information
3. Data Protection: Detailed POPIA compliance provisions, required when personal information processing is involved
4. Change Control: Formal process for managing changes to project scope or specifications, useful for larger projects
5. Performance Metrics: Specific KPIs and service levels, useful for ongoing maintenance contracts
6. Insurance: Requirements for professional indemnity and other insurance, important for high-value or high-risk projects
7. Subcontracting: Terms governing the use of subcontractors, needed if contractor may need to engage other developers
8. Open Source Software: Provisions regarding use of open source components, important when open source will be incorporated
1. Schedule A - Technical Specifications: Detailed technical requirements, functionality specifications, and performance requirements
2. Schedule B - Project Plan: Detailed timeline, milestones, deliverables, and resource allocation
3. Schedule C - Fee Schedule: Detailed breakdown of fees, rates, payment milestones, and reimbursable expenses
4. Schedule D - Acceptance Testing Procedures: Detailed testing requirements, acceptance criteria, and testing procedures
5. Schedule E - Service Level Agreement: Performance standards, response times, and support requirements if ongoing maintenance is included
6. Appendix 1 - Approved Subcontractors: List of pre-approved subcontractors if applicable
7. Appendix 2 - Required Software Tools: List of development tools, environments, and licenses to be used
8. Appendix 3 - Security Requirements: Specific security standards, protocols, and compliance requirements
Acceptance Tests
Agreement
Background IP
Business Day
Change Request
Client
Client Materials
Commencement Date
Confidential Information
Contractor
Deliverables
Development Environment
Documentation
Effective Date
Final Acceptance
Force Majeure Event
Intellectual Property Rights
Milestone
New IP
Open Source Software
Personal Information
Project
Project Plan
Services
Software
Source Code
Specifications
Statement of Work
Technical Requirements
Term
Third-Party Materials
User Acceptance Testing
Work Product
Scope of Services
Project Management
Deliverables
Acceptance Testing
Payment Terms
Intellectual Property Rights
Source Code Ownership
Confidentiality
Data Protection
Warranties
Service Levels
Change Management
Term and Termination
Non-Solicitation
Non-Compete
Force Majeure
Limitation of Liability
Indemnification
Insurance
Dispute Resolution
Governing Law
Assignment
Subcontracting
Notice
Entire Agreement
Severability
Waiver
Amendment
Electronic Communications
Tax Compliance
Anti-Corruption
Relationship of Parties
Technology
Information Technology
Software Development
Financial Services
E-commerce
Healthcare Technology
Educational Technology
Manufacturing
Retail Technology
Professional Services
Telecommunications
Digital Media
Legal
Information Technology
Procurement
Software Development
Project Management
Compliance
Operations
Finance
Risk Management
Vendor Management
Chief Technology Officer
IT Director
Software Development Manager
Project Manager
Legal Counsel
Procurement Manager
Technical Lead
Software Engineer
Independent Developer
IT Contractor
Development Team Lead
Solutions Architect
Product Owner
Contract Manager
Chief Information Officer
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