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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."
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
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
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
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
Legal
Information Technology
Procurement
Software Development
Operations
Contract Management
Project Management
Vendor Management
Compliance
Risk Management
Executive Leadership
Technical Operations
Business Development
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
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