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1. Parties: Identification of the contracting parties including registered addresses and company details
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Scope of Services: General framework for software development services and process for engaging specific projects
5. Statement of Work Process: Procedures for creating, approving, and executing individual Statements of Work
6. Development Methodology: Agreed software development methodology, processes, and standards
7. Acceptance Testing: Procedures for testing and accepting deliverables
8. Change Management: Process for requesting and implementing changes to requirements or specifications
9. Intellectual Property Rights: Ownership and licensing of pre-existing IP and newly developed software
10. Confidentiality: Protection of confidential information and trade secrets
11. Warranties and Representations: Standard warranties regarding services, deliverables, and general business conduct
12. Payment Terms: Fees, payment schedule, expenses, and invoicing procedures
13. Term and Termination: Duration of agreement and circumstances for termination
14. Limitation of Liability: Caps on liability and exclusions of certain types of damages
15. Force Majeure: Provisions for handling events beyond parties' reasonable control
16. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution
17. General Provisions: Standard boilerplate clauses including notices, assignment, and severability
1. Source Code Escrow: Terms for source code escrow arrangements when required for business continuity
2. Data Protection: Specific provisions for handling personal data when processing personal information is part of the services
3. Security Requirements: Detailed security obligations when dealing with sensitive systems or data
4. Service Levels: SLA terms when specific performance metrics are required
5. Disaster Recovery: DR and business continuity requirements for critical systems
6. Insurance: Specific insurance requirements beyond standard coverage
7. Non-Competition: Restrictions on competitive activities when required
8. Personnel Requirements: Specific requirements for development team members when needed
9. Third-Party Components: Terms for using third-party software or open source components
1. Schedule 1 - Rate Card: Standard rates for different resources and services
2. Schedule 2 - Service Levels: Detailed SLA metrics and measurement criteria
3. Schedule 3 - Technical Standards: Required technical standards, tools, and platforms
4. Schedule 4 - Security Requirements: Detailed security protocols and requirements
5. Schedule 5 - Template Statement of Work: Standard format for creating project-specific SOWs
6. Schedule 6 - Key Personnel: List of key team members and their roles
7. Schedule 7 - Acceptance Testing Procedures: Detailed testing and acceptance criteria
8. Schedule 8 - Support and Maintenance Terms: Terms for ongoing support and maintenance services
9. Appendix A - Client Policies: Relevant client policies that developer must comply with
10. Appendix B - Project Governance: Project management and governance procedures
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