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Software Outsourcing Contract Template for Indonesia

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Key Requirements PROMPT example:

Software Outsourcing Contract

"I need a Software Outsourcing Contract for outsourcing the development of our e-commerce platform to an Indonesian software development company, with project completion scheduled for March 2025, including specific provisions for data security and payment gateway integration."

Document background
The Software Outsourcing Contract is essential for businesses operating in Indonesia that seek to engage external providers for software development services. This document is particularly relevant in the context of Indonesia's growing digital economy and the increasing need for specialized software solutions across various industries. The contract ensures compliance with key Indonesian regulations, including Law No. 11 of 2008 on Electronic Information and Transactions, Law No. 13 of 2003 on Manpower, and relevant data protection laws. It is designed to protect both parties' interests while facilitating clear communication and project delivery expectations. The agreement is typically used when a company needs to outsource software development, maintenance, or enhancement projects to specialized providers, whether for specific projects or ongoing development needs.
Suggested Sections

1. Parties: Identification of the service provider and client, including their legal status and registered addresses

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

3. Definitions: Detailed definitions of technical terms, key concepts, and abbreviated terms used throughout the agreement

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

5. Project Timeline and Milestones: Specific deadlines, development phases, and delivery schedules

6. Payment Terms: Fees, payment schedule, invoicing procedures, and related financial terms

7. Intellectual Property Rights: Ownership and licensing of pre-existing and newly developed software, code, and related materials

8. Confidentiality: Protection of confidential information and trade secrets

9. Data Protection and Security: Compliance with Indonesian data protection laws and security requirements

10. Service Provider Obligations: Key responsibilities and commitments of the development team

11. Client Obligations: Client responsibilities including provision of information, access, and approvals

12. Acceptance Testing: Procedures for testing, accepting, or rejecting deliverables

13. Warranties and Representations: Standard warranties regarding service quality and compliance with laws

14. Limitation of Liability: Limits on liability and exclusions of certain types of damages

15. Term and Termination: Duration of agreement and circumstances for termination

16. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution procedures

Optional Sections

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

2. Change Management: Procedures for handling change requests, useful for complex or long-term projects

3. Service Levels: Specific performance metrics and service levels, relevant for ongoing maintenance arrangements

4. Disaster Recovery: Procedures for backup and recovery, important for critical systems

5. Knowledge Transfer: Provisions for training and knowledge transfer, useful when client plans to take over maintenance

6. Non-Solicitation: Restrictions on hiring each other's employees, recommended for protecting human resources

7. Insurance: Specific insurance requirements, important for high-value or high-risk projects

8. Force Majeure: Provisions for handling unforeseen circumstances, recommended for long-term contracts

Suggested Schedules

1. Technical Requirements Specification: Detailed technical specifications of the software to be developed

2. Service Level Agreement: Specific performance metrics, response times, and service quality standards

3. Price Schedule: Detailed breakdown of costs, rates, and payment milestones

4. Project Timeline: Detailed project schedule with milestones and deliverables

5. Testing and Acceptance Criteria: Specific criteria and procedures for accepting deliverables

6. Security Requirements: Detailed security protocols and requirements

7. Personnel Schedule: Key personnel assigned to the project and their roles

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

9. Data Processing Agreement: Specific terms for handling personal data in compliance with Indonesian regulations

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

Technology

Financial Services

E-commerce

Healthcare

Manufacturing

Retail

Telecommunications

Education

Government

Transportation

Logistics

Banking

Insurance

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Finance

Compliance

Risk Management

Software Development

Project Management

Operations

Vendor Management

Digital Transformation

Information Security

Relevant Roles

Chief Technology Officer

IT Director

Project Manager

Legal Counsel

Procurement Manager

Software Development Manager

Contract Manager

Chief Information Officer

Head of Digital Transformation

IT Operations Manager

Compliance Officer

Risk Manager

Software Engineer

Technical Lead

Business Analyst

Chief Financial Officer

Head of Vendor Management

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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