This Freelance Software Developer Contract Template is designed for use in the United Arab Emirates when engaging independent software developers for various technology projects. The template incorporates essential provisions required under UAE Federal Law, including Labor Law No. 33 of 2021, Electronic Commerce Law, and Data Protection regulations. It is suitable for both UAE-based and international freelance developers working with UAE clients, providing comprehensive coverage of project scope, deliverables, intellectual property rights, confidentiality, and payment terms. The template is structured to maintain the independent contractor status while ensuring compliance with UAE freelance work permit requirements and relevant technology sector regulations.
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1. Parties: Identification of the Client and the Freelance Developer, including full legal names, addresses, and relevant registration/license numbers
2. Background: Context of the agreement and brief description of the parties' intentions
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. Term and Termination: Duration of the agreement and conditions for termination
6. Payment Terms: Compensation, payment schedule, expenses, and invoicing requirements
7. Independent Contractor Status: Clear statement of freelancer's status as an independent contractor, 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 UAE data protection laws and handling of personal data
11. Warranties and Representations: Guarantees regarding service quality and compliance with laws
12. Limitation of Liability: Limitations on liability and indemnification provisions
13. Force Majeure: Provisions for unforeseen circumstances preventing performance
14. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Source Code Escrow: Provisions for source code escrow arrangements, relevant for critical software projects
2. Performance Metrics: Specific KPIs and performance standards, useful for complex projects
3. Training and Documentation: Requirements for providing training and documentation, important for knowledge transfer
4. Non-Compete: Restrictions on working with competitors, if required by the client
5. Insurance: Professional liability insurance requirements, relevant for high-value projects
6. Acceptance Testing: Detailed testing and acceptance procedures, important for complex deliverables
7. Maintenance and Support: Post-development maintenance and support terms, if extending beyond initial development
8. Third-Party Materials: Provisions regarding use of third-party software and libraries
1. Schedule A - Project Scope: Detailed technical specifications and requirements for the software development project
2. Schedule B - Deliverables and Milestones: Specific deliverables, timeline, and milestone payments
3. Schedule C - Rate Card: Detailed breakdown of rates for different types of services or resources
4. Schedule D - Testing Procedures: Detailed testing requirements and acceptance criteria
5. Schedule E - Service Level Agreement: Performance standards and response times for support services
6. Appendix 1 - Technical Stack: Approved technologies, frameworks, and development tools
7. Appendix 2 - Security Requirements: Specific security standards and compliance requirements
8. Appendix 3 - Change Request Template: Standard format for requesting and approving changes to the scope
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