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Master Services Agreement For Software Development Template for Philippines

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Key Requirements PROMPT example:

Master Services Agreement For Software Development

"I need a Master Services Agreement for Software Development for my Philippine technology company to engage an offshore development team, with strong intellectual property protection and data privacy clauses compliant with GDPR and Philippine Data Privacy Act, expected to commence in January 2025."

Document background
The Master Services Agreement For Software Development is essential for organizations engaging in long-term software development relationships in the Philippines. This agreement is typically used when a client requires ongoing software development services from a provider, establishing the foundational terms that will govern all future development projects. It addresses key aspects required under Philippine law, including intellectual property rights under the IP Code, data privacy compliance under the Data Privacy Act of 2012, and general contractual obligations under the Civil Code of the Philippines. The document provides a framework for project execution, risk allocation, and dispute resolution while allowing flexibility through project-specific statements of work. It's particularly relevant for Philippine-based development centers and multinational companies engaging Philippine software development services, addressing both local and international business requirements.
Suggested Sections

1. Parties: Identification of the contracting parties including full legal names, addresses, and registration details

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement

4. Scope of Services: Overview of software development services to be provided and general delivery framework

5. Service Delivery Process: Details of how services will be requested, delivered, and accepted, including project methodology

6. Term and Termination: Duration of the agreement, renewal terms, and termination provisions

7. Charges and Payment Terms: Pricing structure, payment schedule, invoicing procedures, and late payment consequences

8. Intellectual Property Rights: Ownership and licensing of pre-existing and newly developed IP, including source code

9. Confidentiality: Protection of confidential information and trade secrets

10. Data Protection and Security: Compliance with Philippine Data Privacy Act and data security requirements

11. Warranties and Representations: Standard warranties regarding services, compliance with laws, and professional standards

12. Limitation of Liability: Caps on liability and exclusions of certain types of damages

13. Indemnification: Mutual indemnification obligations for various risks

14. Force Majeure: Provisions for handling events beyond parties' reasonable control

15. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

16. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

Optional Sections

1. Change Control: Formal process for managing changes to services or projects - include when expecting frequent scope changes

2. Service Levels: Specific performance metrics and remedies - include when requiring specific service levels

3. Business Continuity: Disaster recovery and business continuity requirements - include for mission-critical systems

4. Personnel Requirements: Specific requirements for development team members - include when requiring certain qualifications

5. Source Code Escrow: Provisions for source code escrow arrangements - include when critical for business continuity

6. Insurance Requirements: Specific insurance coverage requirements - include for high-value or high-risk projects

7. Export Control: Compliance with export control laws - include when dealing with international data transfer

8. Third-Party Code: Management of open source and third-party software - include when extensive use of third-party components expected

Suggested Schedules

1. Schedule A - Services Description: Detailed description of software development services to be provided

2. Schedule B - Charges and Rates: Detailed pricing, rate cards, and payment terms

3. Schedule C - Service Levels: Detailed service level agreements and measurement criteria

4. Schedule D - Security Requirements: Specific security protocols and requirements

5. Schedule E - Data Processing Agreement: Detailed terms for handling personal data in compliance with Privacy Act

6. Schedule F - Approved Subcontractors: List of approved subcontractors and their roles

7. Appendix 1 - Change Request Template: Standard format for requesting and documenting changes

8. Appendix 2 - Acceptance Test Criteria: Standard criteria for accepting deliverables

9. Appendix 3 - Contact Details: Key contacts and escalation procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions















































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Relevant Industries

Information Technology

Financial Services

Healthcare

E-commerce

Telecommunications

Manufacturing

Business Process Outsourcing

Education

Retail

Banking

Insurance

Government and Public Sector

Media and Entertainment

Transportation and Logistics

Professional Services

Relevant Teams

Legal

Information Technology

Procurement

Software Development

Operations

Contract Management

Project Management

Vendor Management

Compliance

Risk Management

Executive Leadership

Technical Operations

Business Development

Relevant Roles

Chief Technology Officer

Legal Counsel

Procurement Manager

IT Director

Software Development Manager

Contract Manager

Project Manager

Chief Information Officer

Business Development Manager

Operations Director

Vendor Management Specialist

Chief Legal Officer

Software Development Lead

Chief Executive Officer

Chief Operations Officer

Risk Management Officer

Compliance Officer

Technical Program Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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