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Master Software Development Agreement Template for India

A comprehensive legal agreement governed by Indian law that establishes the framework for software development services between a service provider and a client. This agreement sets out the terms and conditions for multiple software development projects, including intellectual property rights, confidentiality obligations, development methodologies, acceptance criteria, and commercial terms. It complies with Indian IT Act 2000 and related legislation, incorporating requirements for data protection, electronic contracts, and intellectual property protection under Indian law while providing flexibility for project-specific statements of work.

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What is a Master Software Development Agreement?

The Master Software Development Agreement serves as the primary contractual framework for establishing long-term software development relationships between service providers and their clients in India. This agreement is typically used when parties anticipate multiple software development projects over time, providing a standardized set of terms that govern all future project-specific statements of work. It addresses key aspects required under Indian law, including IT Act 2000 compliance, intellectual property rights under Indian Copyright Act, data protection requirements, and general contract law principles under the Indian Contract Act 1872. The agreement includes provisions for project methodology, acceptance testing, change management, warranty terms, and dispute resolution, while allowing flexibility to accommodate specific project requirements through detailed statements of work.

What sections should be included in a Master Software Development Agreement?

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

What sections are optional to include in a Master Software Development Agreement?

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

What schedules should be included in a Master Software Development Agreement?

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

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

Jurisdiction

India

Cost

Free to use

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