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Master Service Agreement Software Development Template for New Zealand

A comprehensive legal agreement governed by New Zealand law that establishes the framework for ongoing software development services between a service provider and a client. This document outlines the terms and conditions for multiple software development projects, including intellectual property rights, service delivery standards, payment terms, and risk allocation. It complies with New Zealand's Contract and Commercial Law Act 2017 and addresses specific requirements under local privacy, consumer protection, and electronic transaction regulations while providing flexibility for project-specific work orders.

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What is a Master Service Agreement Software Development?

The Master Service Agreement Software Development is designed for businesses requiring a structured legal framework for ongoing software development services in New Zealand. It serves as an umbrella agreement that establishes the fundamental terms and conditions governing the relationship between a software development service provider and their client, while allowing for specific projects to be initiated through separate work orders. This document is particularly relevant when parties anticipate multiple development projects or ongoing services and need a comprehensive agreement that addresses intellectual property rights, service standards, data protection, and risk allocation in accordance with New Zealand law. The agreement incorporates local legal requirements while maintaining flexibility to accommodate various development methodologies and project types.

What sections should be included in a Master Service Agreement Software Development?

1. Parties: Identification of the service provider and client, including full legal names, company details, and registered addresses

2. Background: Context of the agreement, relationship between parties, and general purpose of the services arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Services: Overview of software development services to be provided, including scope and general methodology

5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination

6. Ordering Process: Process for requesting and accepting specific development projects or work orders

7. Fees and Payment: Payment terms, rate structures, invoicing procedures, and payment schedules

8. Intellectual Property Rights: Ownership and licensing of pre-existing and newly developed intellectual property

9. Confidentiality: Protection and handling of confidential information from both parties

10. Data Protection and Privacy: Obligations regarding personal data handling and privacy compliance

11. Warranties and Representations: Guarantees about service quality, compliance with laws, and professional standards

12. Liability and Indemnification: Limitation of liability and mutual indemnification obligations

13. Insurance: Required insurance coverage and minimum limits

14. Dispute Resolution: Process for resolving disputes, including escalation procedures and jurisdiction

15. General Provisions: Standard legal provisions including notices, assignment, severability, and entire agreement

What sections are optional to include in a Master Service Agreement Software Development?

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

2. Service Levels: Specific performance metrics and remedies - include when service levels are critical

3. Security Requirements: Detailed security obligations and procedures - include for sensitive data handling

4. Business Continuity: Disaster recovery and business continuity requirements - include for mission-critical services

5. Third-Party Dependencies: Management of third-party software and services - include when significant third-party components are involved

6. Training and Knowledge Transfer: Requirements for training client personnel - include when knowledge transfer is crucial

7. Exit Assistance: Transition services upon termination - include for complex, long-term relationships

What schedules should be included in a Master Service Agreement Software Development?

1. Schedule 1 - Service Descriptions: Detailed description of software development services, methodologies, and deliverables

2. Schedule 2 - Rate Card: Detailed pricing, rates for different resources, and payment terms

3. Schedule 3 - Service Levels: Specific performance metrics, measurement methods, and remedies

4. Schedule 4 - Technical Requirements: Technical specifications, standards, and compliance requirements

5. Schedule 5 - Project Governance: Project management procedures, reporting requirements, and key personnel

6. Schedule 6 - Security Standards: Detailed security requirements, protocols, and compliance standards

7. Appendix A - Form of Work Order: Template for individual project work orders under the master agreement

8. Appendix B - Change Request Form: Template for requesting and documenting changes to services or projects

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

New Zealand

Publisher

Ƶ

Cost

Free to use

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