Software Development Retainer Agreement Template for Australia

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Key Requirements PROMPT example:

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."

Document background
The Software Development Retainer Agreement is designed for situations where a client requires ongoing software development services over an extended period rather than a one-off project. This agreement type is particularly suitable for businesses operating in Australia that need regular access to software development expertise without committing to full-time employees. It establishes a framework for continuous engagement, covering aspects such as monthly resource allocation, priority response times, and flexible scaling of services. The agreement addresses key considerations under Australian law, including intellectual property rights, privacy obligations, and consumer protections. It's structured to provide clarity on service delivery expectations, payment terms, and performance metrics while maintaining compliance with relevant Australian legislation and industry standards.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Software Development

Digital Services

Financial Services

Healthcare

E-commerce

Professional Services

Manufacturing

Education

Government

Telecommunications

Relevant Teams

Legal

Information Technology

Software Development

Procurement

Operations

Digital

Contracts

Finance

Compliance

Risk Management

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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