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1. Parties: Identification and details of the client and software developer, including registration numbers and registered addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of the software development services to be provided
5. Project Timeline: Development phases, milestones, and delivery dates
6. Payment Terms: Fee structure, payment schedule, and payment conditions
7. Intellectual Property Rights: Ownership and licensing of pre-existing and newly developed IP
8. Acceptance Testing: Procedures for testing deliverables and acceptance criteria
9. Warranties and Representations: Warranties regarding service quality, compliance with specifications, and non-infringement
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration of agreement and grounds for termination
12. Limitation of Liability: Caps on liability and exclusions
13. Force Majeure: Provisions for unforeseen circumstances preventing performance
14. Governing Law and Jurisdiction: Malaysian law as governing law and jurisdiction for disputes
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. Data Protection: Needed if personal data processing is involved in the project
3. Change Control: For projects where scope changes are likely or need formal management
4. Service Level Agreement: For projects including ongoing maintenance or support services
5. Security Requirements: When specific security standards or compliance requirements apply
6. Third-Party Components: When third-party software or libraries will be incorporated
7. Training and Documentation: When comprehensive training and documentation are required
8. Non-Competition: When restrictions on competing activities are necessary
9. Insurance: When specific insurance coverage requirements apply
10. Disaster Recovery: For business-critical software requiring disaster recovery planning
1. Schedule 1 - Software Specifications: Detailed technical specifications and requirements for the software
2. Schedule 2 - Project Plan: Detailed project timeline, milestones, and deliverables
3. Schedule 3 - Acceptance Test Criteria: Specific criteria and procedures for acceptance testing
4. Schedule 4 - Fee Schedule: Detailed breakdown of fees, payment milestones, and rates
5. Schedule 5 - Service Levels: Performance metrics and service level requirements
6. Schedule 6 - Change Request Template: Standard form for requesting and approving changes
7. Schedule 7 - Personnel: Key personnel assigned to the project and their roles
8. Appendix A - Technical Environment: Details of the technical environment and infrastructure requirements
9. Appendix B - Security Standards: Required security standards and compliance requirements
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