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Development Services Agreement Template for Indonesia

A Development Services Agreement governed by Indonesian law that establishes the terms and conditions under which a service provider will deliver specific development services to a client. This agreement complies with Indonesian Civil Code (KUHPerdata) and relevant sector-specific regulations, including Law No. 2 of 2017 on Construction Services where applicable. The document covers essential elements such as scope of services, intellectual property rights, payment terms, delivery milestones, acceptance criteria, and dispute resolution mechanisms, while ensuring compliance with local regulatory requirements including investment and business regulations.

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What is a Development Services Agreement?

The Development Services Agreement is a crucial contract used when engaging professional service providers for development projects in Indonesia. It is particularly relevant for technology, construction, and infrastructure projects where specialized development services are required. The agreement must comply with Indonesian law, particularly the Civil Code (KUHPerdata) and sector-specific regulations such as Law No. 2 of 2017 on Construction Services and Law No. 11 of 2008 on Electronic Information and Transactions. This document typically includes comprehensive provisions for service scope, intellectual property rights, payment structures, delivery milestones, acceptance testing, warranties, and dispute resolution mechanisms. It is essential for protecting both parties' interests while ensuring compliance with local regulatory requirements, including those related to foreign investment, taxation, and electronic transactions.

What sections should be included in a Development Services Agreement?

1. Parties: Identification of the contracting parties with their full legal names, registration numbers, and addresses

2. Background: Context of the agreement and brief description of the parties' intention to enter into a development services arrangement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the agreement

4. Scope of Services: Detailed description of the development services to be provided

5. Term and Timeline: Duration of the agreement and key project milestones

6. Payment Terms: Fees, payment schedule, invoicing requirements, and payment methods

7. Parties' Obligations: Key responsibilities and obligations of both service provider and client

8. Intellectual Property Rights: Ownership and licensing of existing and newly created intellectual property

9. Confidentiality: Protection of confidential information and trade secrets

10. Acceptance Testing: Procedures for testing and accepting deliverables

11. Warranties and Representations: Standard warranties regarding services, capabilities, and authority to contract

12. Limitation of Liability: Limitations and exclusions of liability for both parties

13. Termination: Grounds and procedures for terminating the agreement

14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Development Services Agreement?

1. Source Code Escrow: Provisions for source code escrow arrangements, used when the client requires security of access to source code

2. Data Protection: Specific provisions for handling personal data, required when the services involve processing personal information

3. Change Control: Procedures for managing changes to the scope of services, useful for complex or long-term projects

4. Service Levels: Specific service level requirements and penalties, used when maintaining specific performance metrics is crucial

5. Security Requirements: Detailed security obligations and standards, necessary for projects involving sensitive information or systems

6. Third-Party Components: Provisions regarding use and licensing of third-party software or components

7. Training and Knowledge Transfer: Requirements for training client personnel, important when knowledge transfer is part of the deliverables

8. Disaster Recovery: Disaster recovery and business continuity requirements, crucial for mission-critical systems

What schedules should be included in a Development Services Agreement?

1. Schedule 1 - Services Description: Detailed technical specifications and requirements for the development services

2. Schedule 2 - Project Timeline: Detailed project phases, milestones, and delivery dates

3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, payment milestones, and rate cards

4. Schedule 4 - Service Levels: Detailed service level requirements, measurements, and remedies

5. Schedule 5 - Testing Procedures: Detailed acceptance testing procedures and criteria

6. Schedule 6 - Key Personnel: List of key personnel from both parties and their roles

7. Schedule 7 - Technical Requirements: Detailed technical specifications and standards

8. Appendix A - Form of Change Order: Template for documenting and approving changes to the services

9. Appendix B - Security Policies: Relevant security policies and procedures to be followed

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

Jurisdiction

Indonesia

Document Type

Service Agreement

Cost

Free to use

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