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1. Parties: Identification of the parties entering into the agreement, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, including the client's business needs and developer's expertise
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of the software development services to be provided
5. Project Management: Framework for managing the development process, including methodology, reporting, and governance
6. Change Management: Procedures for requesting, evaluating, and implementing changes to the scope or specifications
7. Acceptance Testing: Procedures and criteria for testing and accepting deliverables
8. Intellectual Property Rights: Ownership and licensing of pre-existing and newly developed intellectual property
9. Confidentiality: Protection of confidential information and trade secrets
10. Data Protection: Compliance with data protection laws and data handling requirements
11. Warranties and Representations: Warranties regarding service quality, compliance with laws, and intellectual property rights
12. Fees and Payment: Payment terms, fee structure, and invoicing procedures
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Liability and Indemnification: Allocation of risks and responsibilities between parties
15. Force Majeure: Provisions for handling events beyond reasonable control
16. General Provisions: Standard legal provisions including governing law, notices, and assignment
1. Source Code Escrow: Terms for source code escrow arrangements - include when the client requires access to source code in specific circumstances
2. Security Requirements: Specific security standards and requirements - include for highly sensitive or regulated projects
3. Service Levels: Performance metrics and service level agreements - include when specific performance standards are required
4. Disaster Recovery: Disaster recovery and business continuity provisions - include for business-critical applications
5. Third-Party Components: Management of third-party software and components - include when significant third-party elements are involved
6. Training and Documentation: Requirements for user training and system documentation - include when knowledge transfer is critical
7. Support and Maintenance: Post-development support terms - include if ongoing support is part of the arrangement
8. International Data Transfers: Provisions for cross-border data transfers - include when data will be processed across jurisdictions
1. Statement of Work: Detailed technical specifications and requirements for the software
2. Development Methodology: Specific development approach, sprint structure, and delivery milestones
3. Acceptance Testing Criteria: Detailed testing procedures and acceptance criteria
4. Fee Schedule: Detailed breakdown of fees, payment milestones, and rate cards
5. Service Levels and KPIs: Detailed performance metrics and measurement criteria
6. Personnel: Key personnel and roles from both parties
7. Security Standards: Detailed security requirements and compliance standards
8. Change Request Template: Standard format for submitting and processing change requests
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