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1. Parties: Identification and details of the contracting parties - service provider and client
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Scope of Services: Overview of software development services to be provided
5. Service Provider Obligations: Key responsibilities and commitments of the service provider
6. Client Obligations: Key responsibilities and commitments of the client
7. Project Management: Process for managing projects, including governance and reporting
8. Change Management: Procedures for handling changes to scope, specifications, or requirements
9. Acceptance Testing: Procedures for testing and accepting deliverables
10. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP
11. Confidentiality: Protection and handling of confidential information
12. Data Protection: Obligations regarding data security and privacy
13. Warranties: Warranties provided by both parties
14. Fees and Payment: Payment terms, rates, and invoicing procedures
15. Term and Termination: Duration of agreement and termination provisions
16. Liability and Indemnification: Limitation of liability and indemnification obligations
17. Force Majeure: Provisions for handling events beyond parties' control
18. Dispute Resolution: Process for resolving disputes between parties
19. Governing Law: Applicable law and jurisdiction
20. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Source Code Escrow: Provisions for source code escrow arrangements, used when client requires additional security
2. Non-Solicitation: Restrictions on hiring each other's employees, used when parties want to protect their workforce
3. Business Continuity: Disaster recovery and business continuity requirements, used for critical systems
4. Insurance: Specific insurance requirements, used for high-value or high-risk projects
5. Security Requirements: Detailed security obligations, used when handling sensitive data or systems
6. Performance Credits: Service credits or penalties for missing KPIs, used in performance-critical projects
7. Offshore Development: Specific provisions for offshore development teams, used in international engagements
8. Open Source Software: Management of open source components, used when open source is part of solution
1. Schedule A - Service Descriptions: Detailed description of software development services and methodology
2. Schedule B - Commercial Terms: Detailed pricing, payment terms, and rate cards
3. Schedule C - Service Levels: Performance metrics, service levels, and measurement methods
4. Schedule D - Security Requirements: Detailed security protocols and requirements
5. Schedule E - Change Request Template: Standard format for requesting and documenting changes
6. Schedule F - Acceptance Test Criteria: Detailed testing procedures and acceptance criteria
7. Schedule G - Project Governance: Detailed governance structure and processes
8. Appendix 1 - Contact Details: Key contacts and escalation matrix
9. Appendix 2 - Required Reports: List and templates of required project reports
10. Appendix 3 - Approved Subcontractors: List of pre-approved subcontractors if applicable
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