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Master Service Agreement Software Development
"I need a Master Service Agreement Software Development for my Australian fintech startup that will be engaging multiple offshore development teams, with specific focus on data security compliance and clear IP ownership provisions, to be implemented by March 2025."
1. Parties: Identification of the contracting parties including full legal names, ABNs, and registered addresses
2. Background: Context of the agreement and general purpose of the relationship
3. Definitions and Interpretation: Defined terms, interpretation rules, and hierarchy of documents
4. Term and Renewal: Duration of the agreement, renewal provisions, and conditions for extension
5. Services Framework: Overview of services, engagement process, and service delivery model
6. Statement of Work Process: Process for creating, approving, and managing Statements of Work
7. Development Methodology: Agreed development methodology, sprint cycles, and delivery approach
8. Service Levels: Performance standards, measurement criteria, and remedies for non-performance
9. Acceptance Testing: Testing procedures, acceptance criteria, and defect resolution process
10. Intellectual Property Rights: IP ownership, licenses, pre-existing IP, and newly created IP
11. Charges and Payment: Fee structure, payment terms, expenses, and invoicing requirements
12. Personnel and Resources: Key personnel requirements, resource management, and substitution rights
13. Security and Data Protection: Security standards, data handling requirements, and breach procedures
14. Confidentiality: Protection of confidential information and permitted disclosures
15. Warranties and Representations: Standard and specific warranties for software development services
16. Liability and Indemnities: Limitation of liability, indemnification obligations, and insurance requirements
17. Termination: Termination rights, processes, and consequences
18. General Provisions: Standard boilerplate clauses including governing law, notices, and dispute resolution
1. Change Control: Include when formal change management procedures are required for scope or specification changes
2. Business Continuity: Include for critical systems or when the client requires specific disaster recovery provisions
3. Third Party Components: Include when the solution will incorporate third-party software or open source components
4. Transition Services: Include when specific provisions are needed for transition in/out phases
5. Governance: Include for complex or long-term arrangements requiring formal governance structures
6. Audit Rights: Include when the client requires specific audit rights beyond standard reporting
7. Service Credits: Include when financial remedies are required for service level failures
8. Export Control: Include when software or services may be subject to export control regulations
1. Schedule 1 - Service Description: Detailed description of software development services and methodologies
2. Schedule 2 - Service Levels: Detailed service level requirements, measurement, and reporting
3. Schedule 3 - Charges: Detailed pricing, rate cards, and payment terms
4. Schedule 4 - Security Requirements: Specific security standards, protocols, and compliance requirements
5. Schedule 5 - Form of Statement of Work: Template for individual Statements of Work
6. Schedule 6 - Technical Standards: Required technical standards, platforms, and tools
7. Schedule 7 - Testing Procedures: Detailed testing requirements and acceptance criteria
8. Schedule 8 - Personnel: Key personnel, roles, qualifications, and replacement procedures
9. Appendix A - Change Request Template: Standard form for requesting and documenting changes
10. Appendix B - Report Templates: Standard templates for required reporting
Authors
Acceptance Tests
Affiliate
Applicable Law
Background IP
Business Day
Business Hours
Change Control Process
Change Request
Charges
Client Data
Client Materials
Commencement Date
Confidential Information
Contract Year
Defect
Deliverables
Development Environment
Development Methodology
Documentation
Effective Date
Enhancements
Expenses
Force Majeure Event
Good Industry Practice
Go-Live Date
Intellectual Property Rights
Key Personnel
Maintenance Services
Milestone
New Release
Personal Information
Personnel
Production Environment
Project
Project Manager
Project Plan
Service Credits
Service Levels
Services
Software
Source Code
Specifications
Sprint
Statement of Work
Support Services
Technical Standards
Term
Test Environment
Third Party Components
Third Party Materials
Update
Upgrade
User Acceptance Testing
Version
Warranty Period
Services Scope
Term and Extension
Statements of Work
Development Methodology
Project Management
Change Control
Testing and Acceptance
Service Levels
Intellectual Property
Data Protection
Confidentiality
Personnel
Subcontracting
Payment Terms
Invoicing
Performance Management
Warranties
Indemnification
Limitation of Liability
Insurance
Security Requirements
Audit Rights
Dispute Resolution
Force Majeure
Termination Rights
Exit Management
Non-Solicitation
Assignment and Novation
Notices
Governing Law
Entire Agreement
Variation
Severability
Technology Standards
Documentation
Quality Assurance
Business Continuity
Compliance with Laws
Anti-Bribery
Modern Slavery
Technology
Financial Services
Healthcare
Education
Government
Retail
Manufacturing
Telecommunications
Professional Services
Energy and Utilities
Mining
Transport and Logistics
Media and Entertainment
Agriculture
Construction
Legal
Information Technology
Procurement
Risk and Compliance
Information Security
Software Development
Project Management Office
Operations
Commercial
Vendor Management
Digital
Innovation
Technical Architecture
Quality Assurance
Chief Technology Officer
Chief Information Officer
IT Director
Software Development Manager
Project Manager
Legal Counsel
Procurement Manager
Contract Manager
Information Security Officer
Risk Manager
Commercial Manager
Technical Architect
Development Team Lead
Operations Manager
Vendor Management Officer
Chief Digital Officer
Innovation Manager
Technology Procurement Specialist
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