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Development And Supply Agreement
"I need a Development and Supply Agreement for custom software development and subsequent SaaS delivery, where my Hong Kong tech company will develop a cloud-based inventory management system for a retail chain, with development to complete by March 2025 and five years of guaranteed supply afterwards."
1. Parties: Identification of the parties entering into the agreement, including full legal names and registered addresses
2. Background: Context of the agreement, including the developer's expertise and the customer's requirements
3. Definitions: Defined terms used throughout the agreement
4. Development Phase: Details of the development process, including specifications, milestones, and deliverables
5. Acceptance Testing: Procedures for testing and accepting the developed items
6. Supply Obligations: Terms governing the ongoing supply of the developed items
7. Quality Requirements: Quality standards, specifications, and compliance requirements
8. Intellectual Property Rights: Ownership and licensing of IP created during development and existing IP
9. Prices and Payment: Payment terms for both development and supply phases
10. Warranties and Indemnities: Warranties regarding development and supplied items, and related indemnities
11. Term and Termination: Duration of agreement and circumstances for termination
12. Confidentiality: Protection of confidential information exchanged
13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Source Code Escrow: Include when source code needs to be held in escrow for security
2. Change Control Procedure: Include for complex developments where specifications may need to change
3. Performance Bonds: Include when additional financial security is required
4. Minimum Purchase Commitments: Include when supplier requires guaranteed minimum orders
5. Training and Support: Include when technical training or ongoing support is required
6. Export Controls: Include when products may be subject to export restrictions
7. Data Protection: Include when personal data processing is involved
8. Disaster Recovery: Include for critical supply arrangements requiring business continuity measures
1. Development Specifications: Detailed technical specifications for the items to be developed
2. Development Milestone Schedule: Timeline of development phases and deliverables
3. Acceptance Test Criteria: Detailed testing procedures and acceptance criteria
4. Pricing Schedule: Detailed pricing for development services and supplied items
5. Service Levels: Performance metrics and service levels for supply phase
6. Quality Standards: Detailed quality requirements and standards
7. Support Services: Details of support and maintenance services
8. Form of Purchase Order: Standard form for ordering supplied items
9. Personnel: Key personnel involved in development and supply
10. Licensed IP: List of licensed intellectual property and usage terms
Authors
Technology
Manufacturing
Electronics
Pharmaceuticals
Automotive
Telecommunications
Software Development
Medical Devices
Industrial Equipment
Consumer Goods
Semiconductor
Biotechnology
Legal
Procurement
Research & Development
Supply Chain
Product Development
Quality Assurance
Commercial
Operations
Technical
Intellectual Property
Manufacturing
Finance
Compliance
Chief Technology Officer
Procurement Manager
Legal Counsel
Research & Development Director
Supply Chain Manager
Product Development Manager
Quality Assurance Manager
Commercial Director
Head of Manufacturing
Chief Operating Officer
Contract Manager
Technical Project Manager
Intellectual Property Manager
Operations Director
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