Custom Software Agreement

Custom Software Agreement Template for India

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Key Requirements PROMPT example:

"I need a Custom Software Agreement for my fintech startup to engage a software development company to create a mobile payment application, with specific focus on RBI compliance and data security requirements, planned to launch in March 2025."

Document background

The Custom Software Agreement serves as a crucial legal framework for organizations seeking to develop bespoke software solutions in India. This document is essential when a client requires specialized software development services tailored to their specific business needs, as opposed to off-the-shelf solutions. The agreement comprehensively addresses key aspects including project scope, development methodology, intellectual property rights, acceptance criteria, and ongoing maintenance requirements. It ensures compliance with Indian legal requirements, particularly the Information Technology Act, 2000, and related regulations governing software development and electronic transactions. The document is structured to protect both parties' interests while facilitating successful project delivery, incorporating industry best practices and legal safeguards specific to the Indian technology sector.

Suggested Sections

1. Parties: Identification of the software developer/vendor and the client, including registered addresses and company details

2. Background: Context of the agreement, including the client's requirements and developer's expertise

3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement

4. Scope of Services: Detailed description of the software development services, including deliverables and objectives

5. Project Methodology: Development methodology, phases, and project management approach

6. Timeline and Milestones: Project schedule, delivery dates, and key milestones

7. Acceptance Testing: Procedures for testing, acceptance criteria, and sign-off processes

8. Payment Terms: Fee structure, payment schedule, and related financial terms

9. Intellectual Property Rights: Ownership and licensing of software, source code, and related materials

10. Confidentiality: Protection of confidential information and trade secrets

11. Warranties and Representations: Guarantees regarding software performance, compliance, and service quality

12. Limitation of Liability: Caps on liability and exclusions of certain types of damages

13. Term and Termination: Duration of agreement and conditions for termination

14. Dispute Resolution: Procedures for handling disputes, including jurisdiction and governing law

15. General Provisions: Standard legal clauses including force majeure, notices, and assignment

Optional Sections

1. Source Code Escrow: Terms for source code escrow arrangements, used when client requires access to source code under specific conditions

2. Data Protection and Privacy: Specific provisions for handling personal data, required when software processes personal information

3. Change Management: Procedures for handling change requests, included for projects with likely scope changes

4. Service Level Agreement: Performance metrics and service levels, needed for ongoing maintenance and support

5. Security Requirements: Specific security standards and compliance requirements, essential for sensitive applications

6. Third-Party Components: Terms regarding use of third-party software and open-source components

7. Training and Documentation: Requirements for user training and documentation delivery, important for complex software

8. Business Continuity: Disaster recovery and business continuity provisions, crucial for mission-critical software

9. Non-Solicitation: Restrictions on hiring each other's employees, optional based on business relationship

Suggested Schedules

1. Schedule A - Technical Specifications: Detailed technical requirements, functionality, and features of the software

2. Schedule B - Project Plan: Detailed project timeline, resource allocation, and delivery schedule

3. Schedule C - Acceptance Test Criteria: Specific testing requirements and acceptance parameters

4. Schedule D - Fee Schedule: Detailed breakdown of costs, payment milestones, and rate cards

5. Schedule E - Service Levels: Detailed service level metrics and performance standards

6. Schedule F - Security Standards: Specific security requirements and compliance standards

7. Appendix 1 - Change Request Template: Standard format for submitting and processing change requests

8. Appendix 2 - Contact Details: Key personnel and escalation matrix for both parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok��˰� | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Information Technology

Banking and Financial Services

Healthcare

Manufacturing

Retail

E-commerce

Telecommunications

Education

Government and Public Sector

Insurance

Logistics and Supply Chain

Professional Services

Relevant Teams

Legal

Information Technology

Procurement

Finance

Operations

Risk and Compliance

Project Management Office

Software Development

Quality Assurance

Information Security

Commercial

Technical Architecture

Business Analysis

Vendor Management

Relevant Roles

Chief Technology Officer

IT Director

Project Manager

Legal Counsel

Procurement Manager

Software Development Manager

Contract Manager

Chief Information Officer

Technical Architect

Business Analyst

Operations Director

Risk Manager

Compliance Officer

Chief Financial Officer

Commercial Director

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