The Software Outsourcing Agreement is a critical legal document used when a company (client) engages an external provider to develop, maintain, or deliver software solutions. This agreement, governed by Malaysian law, is essential for protecting both parties' interests while ensuring compliance with local regulations including the Digital Signature Act 1997, Personal Data Protection Act 2010, and Computer Crimes Act 1997. It is particularly relevant in Malaysia's growing technology sector, where both local and international outsourcing arrangements are common. The document comprehensively covers service scope, deliverables, intellectual property rights, data protection, payment terms, and performance metrics, while addressing specific Malaysian legal requirements and business practices.
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1. Parties: Identification of the service provider and client, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the outsourcing arrangement
3. Definitions: Detailed definitions of technical terms, commercial terms, and other key concepts used throughout the agreement
4. Scope of Services: Detailed description of the software development or maintenance services to be provided
5. Project Timeline and Milestones: Key dates, delivery schedules, and project phases
6. Service Provider Obligations: Detailed responsibilities of the service provider, including quality standards and performance requirements
7. Client Obligations: Client's responsibilities, including provision of information, access, and resources
8. Acceptance Criteria and Testing: Procedures for testing deliverables and criteria for acceptance
9. Charges and Payment Terms: Pricing, payment schedule, invoicing procedures, and payment methods
10. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection and Privacy: Compliance with PDPA and data handling requirements
13. Warranties and Representations: Standard and specific warranties regarding services and deliverables
14. Liability and Indemnification: Limitation of liability and indemnification obligations
15. Term and Termination: Duration of agreement, renewal terms, and termination rights
16. Force Majeure: Provisions for unforeseen circumstances and their handling
17. Governing Law and Dispute Resolution: Choice of Malaysian law and dispute resolution procedures
18. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Source Code Escrow: Optional provisions for source code escrow arrangements, recommended for business-critical applications
2. Security Requirements: Detailed security protocols and requirements, necessary when handling sensitive data or systems
3. Service Levels: Specific service level agreements (SLAs) and performance metrics, useful for ongoing maintenance contracts
4. Business Continuity and Disaster Recovery: Procedures for ensuring service continuity, important for critical systems
5. Knowledge Transfer: Provisions for training and knowledge transfer to client's staff, useful for long-term projects
6. Change Control Procedure: Formal process for managing changes to scope or requirements, recommended for complex projects
7. Audit Rights: Client's rights to audit service provider's operations, important for regulated industries
8. Insurance Requirements: Specific insurance coverage requirements, recommended for high-value contracts
9. Export Control Compliance: Necessary for projects involving international data transfer or technology export
10. Anti-Bribery and Corruption: Additional compliance requirements for government contracts or regulated industries
1. Schedule 1 - Scope of Services: Detailed technical specifications and requirements for the software development services
2. Schedule 2 - Service Levels and Performance Metrics: Detailed SLAs, KPIs, and measurement methodologies
3. Schedule 3 - Charges and Payment Schedule: Detailed breakdown of fees, payment milestones, and rate cards
4. Schedule 4 - Project Timeline and Deliverables: Detailed project plan, milestones, and deliverable specifications
5. Schedule 5 - Testing and Acceptance Procedures: Detailed testing methodologies and acceptance criteria
6. Schedule 6 - Technical Requirements: Detailed technical specifications, including architecture and technology stack
7. Schedule 7 - Security Requirements: Detailed security protocols, standards, and compliance requirements
8. Schedule 8 - Personnel and Key Contacts: List of key personnel, roles, and contact information
9. Appendix A - Change Request Template: Standard form for requesting and documenting changes
10. Appendix B - Acceptance Certificate Template: Standard form for documenting acceptance of deliverables
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