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Software Development Retainer Agreement
"I need a Software Development Retainer Agreement for my fintech startup based in Sydney, with strong IP protection clauses and data security provisions that comply with APRA requirements, as we'll be handling financial data."
1. Parties: Identifies and provides full details of the service provider (developer) and the client
2. Background: Sets out the context of the agreement, including the client's need for software development services and the developer's expertise
3. Definitions: Defines key terms used throughout the agreement
4. Services: Details the scope of software development services to be provided under the retainer
5. Term and Renewal: Specifies the initial term of the retainer and any renewal provisions
6. Fees and Payment: Outlines the retainer fee structure, payment terms, and additional costs
7. Service Levels: Establishes the expected performance standards and response times
8. Intellectual Property Rights: Addresses ownership and licensing of developed software and related materials
9. Confidentiality: Protects confidential information exchanged during the engagement
10. Data Protection and Privacy: Establishes obligations regarding data handling and privacy compliance
11. Warranties and Representations: Sets out warranties regarding services, code quality, and compliance
12. Limitation of Liability: Defines the extent and limits of each party's liability
13. Termination: Specifies termination rights, notice periods, and consequences
14. General Provisions: Includes standard boilerplate clauses such as governing law, notices, and assignment
1. Change Control: Procedures for managing changes to services or requirements - include when the scope is likely to evolve
2. Security Requirements: Specific security standards and protocols - include for sensitive or regulated industries
3. Disaster Recovery: Business continuity and disaster recovery procedures - include for business-critical applications
4. Source Code Escrow: Arrangements for source code protection - include when client requires additional security
5. Non-Solicitation: Prevents poaching of staff - include when there's significant team interaction
6. Performance Credits: Financial adjustments for missing service levels - include for high-value or critical services
7. Acceptance Testing: Detailed testing and acceptance procedures - include for complex deliverables
8. Training and Documentation: Requirements for user training and system documentation - include when significant user interaction is needed
1. Schedule 1 - Services Description: Detailed description of software development services covered by the retainer
2. Schedule 2 - Service Levels: Specific metrics and standards for service delivery and performance
3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
4. Schedule 4 - Key Personnel: Lists key team members and their roles/responsibilities
5. Appendix A - Technical Requirements: Technical specifications and requirements for the software development
6. Appendix B - Security Standards: Specific security requirements and compliance standards
7. Appendix C - Change Request Template: Standard form for requesting and documenting changes
8. Appendix D - Acceptance Test Criteria: Criteria and procedures for accepting deliverables
Authors
Authorised Representative
Business Day
Change Request
Commencement Date
Confidential Information
Deliverables
Developer Materials
Documentation
Fees
Force Majeure Event
Initial Term
Intellectual Property Rights
Key Personnel
Maintenance Services
Milestone
Personal Information
Pre-existing Materials
Project
Retainer Fee
Services
Service Levels
Software
Source Code
Specifications
Statement of Work
Term
Third Party Materials
Time and Materials Basis
Updates
Warranty Period
Work Order
Services Scope
Term and Renewal
Developer Obligations
Client Obligations
Retainer Fee and Payment
Service Levels
Resources and Key Personnel
Change Control
Acceptance Testing
Documentation
Intellectual Property Rights
Source Code
Confidentiality
Data Protection and Privacy
Security Requirements
Warranties
Liability and Indemnity
Insurance
Force Majeure
Termination
Exit Assistance
Non-Solicitation
Dispute Resolution
Notices
Assignment and Subcontracting
Variation
Waiver
Severability
Entire Agreement
Governing Law
Counterparts
Information Technology
Software Development
Digital Services
Financial Services
Healthcare
E-commerce
Professional Services
Manufacturing
Education
Government
Telecommunications
Legal
Information Technology
Software Development
Procurement
Operations
Digital
Contracts
Finance
Compliance
Risk Management
Chief Technology Officer
IT Director
Software Development Manager
Project Manager
Technical Lead
Legal Counsel
Procurement Manager
Contract Manager
Chief Information Officer
Head of Digital
Software Engineer
Development Team Lead
Operations Manager
Chief Digital Officer
Technology Procurement Specialist
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