The Software Development and Maintenance Agreement is essential for organizations engaging external providers for custom software development projects in Malaysia. This document is particularly relevant when a company needs to commission bespoke software development while ensuring continued support and maintenance after deployment. The agreement, governed by Malaysian law, encompasses crucial elements such as project scope, development methodology, acceptance testing, intellectual property rights, data protection compliance, and ongoing maintenance obligations. It's designed to protect both the client's interests in obtaining quality software and the developer's rights to fair compensation while ensuring compliance with Malaysian regulatory requirements including the Personal Data Protection Act 2010 and Communications and Multimedia Act 1998. This agreement type is particularly important for establishing clear deliverables, timelines, and service levels while providing mechanisms for change management and dispute resolution.
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1. Parties: Identification and details of the contracting parties (developer/service provider and client)
2. Background: Context of the agreement, including brief description of the project and parties' objectives
3. Definitions: Definitions of technical and legal terms used throughout the agreement
4. Scope of Services: Detailed description of software development and maintenance services to be provided
5. Development Methodology: Description of the development approach, project phases, and delivery methodology
6. Acceptance Testing: Procedures for testing and accepting deliverables, including acceptance criteria
7. Project Management: Project governance, reporting structure, and communication protocols
8. Timeline and Milestones: Development schedule, key milestones, and delivery dates
9. Maintenance and Support: Ongoing maintenance obligations, support levels, and response times
10. Charges and Payment: Fee structure, payment terms, and expenses
11. Intellectual Property Rights: Ownership and licensing of IP in the developed software and materials
12. Data Protection and Security: Obligations regarding data protection, security measures, and compliance
13. Confidentiality: Protection of confidential information and trade secrets
14. Warranties and Representations: Warranties regarding services, deliverables, and general representations
15. Liability and Indemnities: Limitation of liability and indemnification obligations
16. Term and Termination: Duration of agreement, renewal terms, and termination rights
17. Force Majeure: Provisions for handling events beyond parties' reasonable control
18. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Third-Party Software: Include when third-party software or open-source components are used in development
2. Change Control: Include for projects likely to have significant scope changes or variations
3. Source Code Escrow: Include when source code needs to be held in escrow for client security
4. Service Levels: Include when specific performance metrics and service levels are required
5. Disaster Recovery: Include for business-critical software requiring disaster recovery procedures
6. Staff and Resources: Include when specific personnel or resource commitments are crucial
7. International Data Transfers: Include when data will be transferred across borders
8. Export Controls: Include when software may be subject to export control regulations
9. Cloud Services: Include when software will be deployed or hosted in the cloud
1. Schedule 1 - Software Specifications: Detailed technical specifications and requirements for the software
2. Schedule 2 - Development Services: Detailed scope of development services and deliverables
3. Schedule 3 - Maintenance Services: Detailed maintenance and support services specifications
4. Schedule 4 - Service Levels: Performance metrics, service levels, and related penalties/credits
5. Schedule 5 - Charges: Detailed fee structure, rates, and payment milestones
6. Schedule 6 - Testing Procedures: Detailed testing requirements and acceptance criteria
7. Schedule 7 - Project Plan: Detailed project timeline, milestones, and resource allocation
8. Schedule 8 - Security Requirements: Detailed security specifications and compliance requirements
9. Appendix A - Form of Change Order: Template for documenting and approving changes to project scope
10. Appendix B - Key Personnel: List of key personnel from both parties involved in the project
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