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1. Parties: Identifies the contracting parties with their full legal names, addresses, and company registration details
2. Background: Provides context for the agreement and brief description of each party's business
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Services: Outlines the general framework for software development services to be provided
5. Service Provider Obligations: Details the core responsibilities and commitments of the service provider
6. Client Obligations: Specifies the client's responsibilities and commitments
7. Project Governance: Establishes management structure, reporting lines, and decision-making processes
8. Charges and Payment Terms: Details the fee structure, payment schedule, and related financial terms
9. Intellectual Property Rights: Addresses ownership and licensing of pre-existing and newly developed IP
10. Confidentiality: Defines confidential information and obligations regarding its protection
11. Data Protection and Privacy: Specifies obligations regarding data handling and privacy compliance
12. Term and Termination: Defines the agreement duration and termination provisions
13. Warranties and Representations: States the guarantees and assertions made by each party
14. Limitation of Liability: Sets boundaries on parties' liability and includes any indemnification provisions
15. Force Majeure: Addresses circumstances beyond parties' control affecting performance
16. Dispute Resolution: Establishes procedures for resolving disputes
17. Governing Law: Specifies Indian law as governing law and jurisdiction
18. General Provisions: Includes standard boilerplate clauses like notices, assignment, and amendments
1. Security Requirements: Detailed security protocols and requirements, essential when handling sensitive data or working with financial/healthcare sectors
2. Business Continuity and Disaster Recovery: Required for critical systems or when working with enterprise clients
3. Change Control Procedure: Recommended for complex projects where scope changes are likely
4. Service Credits: Include when specific service levels are crucial to the client
5. Non-Solicitation: Important when there's risk of staff poaching
6. Export Control: Required when software or data may be subject to export restrictions
7. Source Code Escrow: Important when client requires access to source code under specific conditions
8. Insurance Requirements: Detailed insurance obligations, important for high-value or high-risk projects
9. Transition and Exit Management: Important for long-term or complex projects requiring detailed exit planning
1. Schedule 1 - Service Description: Detailed description of software development services, methodologies, and deliverables
2. Schedule 2 - Service Levels: Specific performance metrics, response times, and quality standards
3. Schedule 3 - Charges: Detailed breakdown of fees, rates, and payment milestones
4. Schedule 4 - Project Plan: Timeline, milestones, and delivery schedule
5. Schedule 5 - Technical Requirements: Detailed technical specifications and requirements
6. Schedule 6 - Governance Procedures: Detailed procedures for project management, reporting, and escalation
7. Schedule 7 - Security Policies: Detailed security requirements and compliance procedures
8. Schedule 8 - Approved Subcontractors: List of approved subcontractors and their roles
9. Appendix A - Contact Details: Key personnel and contact information for both parties
10. Appendix B - Form of Change Order: Template for documenting and approving changes to services
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