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Software Development Outsourcing Agreement
"I need a Software Development Outsourcing Agreement under Austrian law for outsourcing our mobile banking app development to a third-party provider, with strict data protection requirements and source code escrow provisions, planned to commence in March 2025."
1. Parties: Identification and details of the contracting parties (client and service provider)
2. Background: Context of the agreement and general purpose of the software development project
3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement
4. Scope of Services: Detailed description of the software development services to be provided
5. Project Methodology and Management: Development methodology, project phases, and management structure
6. Timeline and Deliverables: Project timeline, milestones, and specific deliverables
7. Acceptance Testing: Procedures for testing and accepting deliverables
8. Payment Terms: Pricing, payment schedule, invoicing, and payment methods
9. Intellectual Property Rights: Ownership and licensing of developed software and pre-existing IP
10. Data Protection and Security: GDPR compliance, data handling, and security requirements
11. Confidentiality: Protection of confidential information and trade secrets
12. Warranties and Representations: Warranties regarding services, deliverables, and general representations
13. Liability and Indemnification: Limitation of liability and indemnification obligations
14. Term and Termination: Duration of agreement and termination provisions
15. General Provisions: Standard legal provisions including governing law, jurisdiction, and notices
1. Source Code Escrow: Provisions for source code escrow arrangements, used when client requires additional security
2. Change Control: Formal process for managing changes to project scope or requirements, needed for larger projects
3. Service Levels: Specific performance metrics and service levels, included when ongoing maintenance is part of the scope
4. Business Continuity: Disaster recovery and business continuity requirements, important for critical systems
5. Personnel and Subcontracting: Rules regarding key personnel and use of subcontractors, needed when specific expertise is crucial
6. Knowledge Transfer: Provisions for training and knowledge transfer, important when client plans to take over maintenance
7. Non-Solicitation: Restrictions on hiring each other's employees, used when protecting against talent poaching is important
8. Export Control: Compliance with export control regulations, needed for international projects
9. Insurance: Specific insurance requirements, important for high-value or high-risk projects
1. Schedule A - Statement of Work: Detailed technical specifications and requirements for the software development project
2. Schedule B - Project Plan: Detailed project timeline, milestones, and resource allocation
3. Schedule C - Pricing and Payment Schedule: Detailed breakdown of costs, payment milestones, and rate cards
4. Schedule D - Service Levels and KPIs: Detailed performance metrics and measurement criteria
5. Schedule E - Technical Requirements: Specific technical standards, platforms, and compatibility requirements
6. Schedule F - Testing and Acceptance Criteria: Detailed testing procedures and acceptance criteria for deliverables
7. Schedule G - Data Processing Agreement: GDPR-compliant data processing terms and security requirements
8. Schedule H - Personnel and Key Contacts: List of key personnel, roles, and contact information
9. Appendix 1 - Form of Change Request: Template for submitting and approving change requests
10. Appendix 2 - Security Policies: Detailed security requirements and procedures
Authors
Information Technology
Software Development
Financial Services
Healthcare
E-commerce
Manufacturing
Telecommunications
Professional Services
Banking
Insurance
Retail
Education
Government and Public Sector
Automotive
Energy and Utilities
Legal
Information Technology
Procurement
Software Development
Project Management
Compliance
Information Security
Vendor Management
Operations
Risk Management
Digital Transformation
Technical Operations
Chief Technology Officer
IT Director
Head of Software Development
Procurement Manager
Legal Counsel
Contract Manager
Project Manager
Software Development Manager
Chief Information Officer
Chief Legal Officer
Data Protection Officer
IT Procurement Specialist
Vendor Management Officer
Chief Operating Officer
Technical Program Manager
Head of Digital Transformation
IT Compliance Manager
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