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1. Parties: Identification and details of the contracting parties (Client and Service Provider)
2. Background: Context of the agreement and brief description of the parties' business relationship
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. Project Management and Governance: Structure for project oversight, reporting, and decision-making processes
6. Service Provider's Obligations: Key responsibilities and commitments of the service provider
7. Client's Obligations: Key responsibilities and commitments of the client
8. Acceptance Testing: Procedures for testing and accepting deliverables
9. Change Management: Process for handling changes to scope, specifications, or requirements
10. Intellectual Property Rights: Ownership and licensing of pre-existing and newly developed IP
11. Data Protection and Security: GDPR compliance and data security requirements
12. Confidentiality: Protection of confidential information and trade secrets
13. Warranties and Representations: Guarantees provided by both parties regarding their capabilities and deliverables
14. Liability and Indemnification: Allocation of risks and responsibilities for damages
15. Fees and Payment Terms: Pricing, payment schedule, and invoicing procedures
16. Term and Termination: Duration of the agreement and conditions for termination
17. Force Majeure: Handling of events beyond parties' reasonable control
18. General Provisions: Standard legal provisions including governing law, jurisdiction, and notices
1. Service Levels: Specific performance metrics and standards, used when the project requires defined service levels
2. Personnel Requirements: Specific requirements for team composition and qualifications, used when specific expertise is crucial
3. Source Code Escrow: Arrangements for source code protection, used when source code access is critical for the client
4. Business Continuity: Disaster recovery and business continuity requirements, used for mission-critical applications
5. Insurance Requirements: Specific insurance coverage requirements, used for high-value or high-risk projects
6. Export Control: Compliance with export control regulations, used when software may be subject to export restrictions
7. Non-Competition: Restrictions on competitive activities, used when protecting market position is crucial
8. Transition Assistance: Requirements for handover to another provider, used for complex or critical systems
1. Schedule 1 - Services Description: Detailed technical specifications and requirements for the software development project
2. Schedule 2 - Project Plan: Timeline, milestones, and deliverables schedule
3. Schedule 3 - Pricing and Payment Schedule: Detailed breakdown of fees, payment milestones, and rates
4. Schedule 4 - Service Levels and KPIs: Detailed performance metrics and measurement criteria
5. Schedule 5 - Testing and Acceptance Criteria: Detailed testing procedures and acceptance requirements
6. Schedule 6 - Technical Environment: Specifications of development and deployment environments
7. Schedule 7 - Personnel and Key Contacts: List of key personnel and their roles from both parties
8. Schedule 8 - Data Processing Agreement: Detailed GDPR-compliant data processing terms
9. Appendix A - Change Request Template: Standard form for requesting and documenting changes
10. Appendix B - Security Requirements: Detailed security protocols and requirements
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