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1. Parties: Identification of the service provider and client, 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 technical terms, project-specific terminology, and contract-specific phrases
4. Scope of Services: Detailed description of software development services, deliverables, and project objectives
5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination
6. Payment Terms: Pricing structure, payment schedule, invoicing procedures, and payment methods
7. Project Management: Project governance, reporting structure, communication protocols, and milestone management
8. Intellectual Property Rights: Ownership of pre-existing and newly developed IP, licensing terms, and IP transfer provisions
9. Confidentiality: Protection of trade secrets, proprietary information, and client data
10. Data Protection and Security: Compliance with IT Act and data protection laws, security measures, and breach notification procedures
11. Warranties and Representations: Service quality guarantees, compliance with laws, and standard warranties
12. Limitation of Liability: Caps on liability, exclusions, and indemnification provisions
13. Force Majeure: Provisions for unforeseen circumstances affecting contract performance
14. Dispute Resolution: Procedure for resolving disputes, applicable law, and jurisdiction
15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Source Code Escrow: Required when source code needs to be held in escrow for client security
2. Knowledge Transfer: Include when transition of knowledge to client team is part of the engagement
3. Non-Compete: Add when restrictions on working with competitors are required
4. Business Continuity: Include for critical systems requiring disaster recovery planning
5. Client Dependencies: Add when client has significant responsibilities in project delivery
6. Change Management: Include for projects likely to require scope changes
7. Performance Credits: Add when specific service levels with penalties are required
8. Regulatory Compliance: Include for projects in regulated industries like finance or healthcare
1. Schedule A - Scope of Work: Detailed technical specifications, project methodology, and deliverables
2. Schedule B - Service Levels: Performance metrics, response times, and quality standards
3. Schedule C - Pricing and Payment Schedule: Detailed cost breakdown, payment milestones, and rate cards
4. Schedule D - Project Timeline: Project phases, milestones, and delivery dates
5. Schedule E - Team Structure: Key personnel, roles and responsibilities, and escalation matrix
6. Schedule F - Technical Requirements: Development environment, technology stack, and technical constraints
7. Schedule G - Security Requirements: Security protocols, compliance requirements, and audit procedures
8. Appendix 1 - Change Request Template: Standard format for requesting and documenting changes
9. Appendix 2 - Acceptance Test Criteria: Testing procedures and acceptance criteria for deliverables
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