This Software Development and License Agreement is designed for use in the German market when a company engages a developer to create custom software and establish ongoing licensing terms. It combines development services with licensing rights, making it suitable for complex software projects where both initial development and continued use need to be regulated. The agreement complies with German legal requirements, including the Civil Code (BGB), Copyright Act (UrhG), and data protection laws (GDPR and BDSG). It's particularly relevant when companies need bespoke software solutions while ensuring clear ownership rights, maintenance obligations, and usage terms. The document addresses key aspects such as development methodology, acceptance testing, intellectual property rights, warranty provisions, and support services, all within the framework of German commercial law.
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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and general purpose
3. Definitions: Defined terms used throughout the agreement
4. Scope of Services: Detailed description of software development services and deliverables
5. Development Process: Development methodology, milestones, and project management procedures
6. Acceptance Testing: Procedures for testing and accepting deliverables
7. License Grant: Terms of software license, including scope, restrictions, and usage rights
8. Intellectual Property Rights: Ownership and transfer of IP rights in the developed software
9. Payment Terms: Fees, payment schedule, and invoicing procedures
10. Warranties and Representations: Warranties regarding software performance and service delivery
11. Support and Maintenance: Ongoing support and maintenance obligations
12. Data Protection and Security: GDPR compliance and data security requirements
13. Confidentiality: Protection of confidential information and trade secrets
14. Liability and Indemnification: Limitation of liability and indemnification obligations
15. Term and Termination: Duration of agreement and termination rights
16. General Provisions: Standard legal provisions including governing law, jurisdiction, and notices
1. Third-Party Components: Terms relating to third-party software components, used when the solution incorporates third-party software
2. Hosting Services: Terms for hosting services if the software is to be hosted by the developer
3. Training Services: Terms for user training services if required
4. Source Code Escrow: Provisions for source code escrow arrangements if agreed
5. Change Control: Procedures for managing changes to specifications or scope, recommended for complex projects
6. Disaster Recovery: Disaster recovery and business continuity provisions if critical to the client
7. Service Levels: Specific service level commitments and remedies if required
8. Personnel: Key personnel requirements and restrictions if specific staff are crucial to the project
1. Technical Specification: Detailed technical specifications of the software
2. Development Timeline: Project timeline, milestones, and delivery dates
3. Acceptance Criteria: Detailed acceptance testing criteria and procedures
4. Fee Schedule: Detailed breakdown of fees and payment milestones
5. Service Level Agreement: Detailed service levels and performance metrics
6. Support and Maintenance Specification: Detailed support and maintenance procedures and response times
7. Data Processing Agreement: GDPR-compliant data processing terms and procedures
8. Security Requirements: Detailed security requirements and standards
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