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
