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Master Software Development Agreement Template for Switzerland

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Key Requirements PROMPT example:

Master Software Development Agreement

I need a Master Software Development Agreement for my fintech startup based in Zurich to engage a software development company for creating a blockchain-based payment platform, with strict security requirements and data protection compliance under Swiss law, planned to commence in March 2025.

Document background
The Master Software Development Agreement is designed for use when establishing a long-term software development relationship between a service provider and a client under Swiss law. It serves as an umbrella agreement that sets out the fundamental terms and conditions governing multiple software development projects, including project methodology, intellectual property rights, confidentiality obligations, and risk allocation. This agreement is particularly important in the Swiss context, where it must comply with the Swiss Code of Obligations and federal data protection regulations. It typically includes provisions for subsequent statements of work or project-specific agreements, making it suitable for organizations requiring ongoing software development services with consistent terms and conditions.
Suggested Sections

1. Parties: Identification of contracting parties including full legal names, addresses, and registration details

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

3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement

4. Scope of Services: Overview of software development services, including general methodology and approach

5. Project Management: Governance structure, reporting lines, and decision-making processes

6. Development Process: Details of SDLC, acceptance testing, and delivery procedures

7. Change Management: Procedures for requesting, evaluating, and implementing changes to scope or specifications

8. Charges and Payment: Fee structure, payment terms, expenses, and invoicing procedures

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

10. Data Protection and Security: Compliance with Swiss data protection laws and security requirements

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Representations: Standard and specific warranties for software development services

13. Liability and Indemnification: Limitation of liability and indemnification provisions under Swiss law

14. Term and Termination: Duration, renewal, and termination provisions including consequences

15. Force Majeure: Events excusing performance and related procedures

16. General Provisions: Standard boilerplate including governing law, jurisdiction, and notices

Optional Sections

1. Source Code Escrow: Optional provisions for source code escrow arrangements, recommended for business-critical applications

2. Personnel Requirements: Specific requirements for development team members, including qualifications and security clearances

3. Business Continuity: Disaster recovery and business continuity requirements, important for critical systems

4. Insurance: Specific insurance requirements beyond standard coverage

5. Open Source Software: Specific provisions regarding use and management of open source components

6. Data Migration: Provisions for migration of existing data, if applicable

7. Training and Knowledge Transfer: Requirements for training client personnel and documentation

8. International Data Transfers: Required when development involves cross-border data transfers

Suggested Schedules

1. Schedule 1 - Services Description: Detailed description of software development services and methodology

2. Schedule 2 - Service Levels: Performance metrics, response times, and quality standards

3. Schedule 3 - Charges: Detailed fee structure, rates, and payment milestones

4. Schedule 4 - Technical Requirements: Technical specifications and requirements for the software

5. Schedule 5 - Testing Procedures: Acceptance testing criteria and procedures

6. Schedule 6 - Security Requirements: Detailed security standards and requirements

7. Schedule 7 - Key Personnel: Details of key team members and their roles

8. Appendix A - Change Request Template: Standard form for requesting and documenting changes

9. Appendix B - Acceptance Certificate: Template for formal acceptance of deliverables

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions












































Clauses
































Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare

Manufacturing

Telecommunications

E-commerce

Professional Services

Insurance

Banking

Retail

Automotive

Energy

Digital Services

Education

Relevant Teams

Legal

Information Technology

Software Development

Procurement

Vendor Management

Contract Management

Project Management Office

Enterprise Architecture

Information Security

Risk Management

Technical Operations

Solution Design

Relevant Roles

Chief Technology Officer

Head of Legal

IT Director

Software Development Manager

Project Manager

Legal Counsel

Procurement Manager

Contract Manager

Chief Information Officer

Head of Software Development

Technical Director

Chief Digital Officer

IT Procurement Specialist

Development Team Lead

Solutions Architect

Legal Operations Manager

Vendor Management Director

Industries







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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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