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1. Parties: Identification and details of the service provider (developer) and the client
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement
4. Scope of Services: Detailed description of the software development services to be provided
5. Project Methodology: Development methodology to be followed (e.g., Agile, Waterfall) and project phases
6. Timeline and Milestones: Project schedule, delivery dates, and key milestones
7. Payment Terms: Pricing, payment schedule, invoicing, and payment methods
8. Acceptance Testing: Procedures for testing deliverables and acceptance criteria
9. Intellectual Property Rights: Ownership and licensing of pre-existing and newly developed IP
10. Confidentiality: Protection of confidential information and trade secrets
11. Warranties and Representations: Guarantees regarding service quality, compliance, and performance
12. Limitation of Liability: Limits on parties' liability and exclusions
13. Term and Termination: Duration of agreement and conditions for termination
14. Data Protection and Security: Measures for protecting data and ensuring security compliance
15. Force Majeure: Provisions for unforeseen circumstances and their handling
16. Dispute Resolution: Procedures for resolving disputes and applicable jurisdiction
17. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Source Code Escrow: Terms for source code escrow arrangements, used when client requires access to source code under specific conditions
2. Third-Party Components: Details of third-party software components and licenses, needed when project involves third-party tools
3. Training and Knowledge Transfer: Terms for training client's staff, relevant when knowledge transfer is part of the scope
4. Maintenance and Support: Post-development maintenance terms, included when ongoing support is part of the agreement
5. Service Level Agreement (SLA): Specific performance metrics and service levels, needed for projects with ongoing operational requirements
6. Change Management: Procedures for handling change requests, important for complex or long-term projects
7. Compliance with Specific Regulations: Additional compliance requirements for regulated industries (e.g., healthcare, finance)
8. International Transfer of Data: Provisions for cross-border data transfers, needed when parties are from different countries
1. Schedule A - Functional Specifications: Detailed technical specifications and requirements of the software
2. Schedule B - Project Plan: Detailed project timeline, milestones, and deliverables
3. Schedule C - Pricing and Payment Schedule: Detailed breakdown of costs and payment milestones
4. Schedule D - Service Levels: Specific performance metrics and service level requirements
5. Schedule E - Testing and Acceptance Criteria: Detailed testing procedures and acceptance requirements
6. Schedule F - Team Composition: Details of key personnel and team structure
7. Appendix 1 - Technical Infrastructure: Specifications of technical infrastructure and environment requirements
8. Appendix 2 - Security Requirements: Detailed security protocols and requirements
9. Appendix 3 - Change Request Template: Standard format for submitting and processing change requests
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