Master Software Development Agreement Template for Canada

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Key Requirements PROMPT example:

Master Software Development Agreement

"I need a Master Software Development Agreement for my Canadian healthcare technology company that will be engaging multiple offshore development teams, with specific focus on data privacy compliance and source code security requirements."

Document background
The Master Software Development Agreement is designed for use in the Canadian market where a software development company provides ongoing development services to a client across multiple projects. This agreement serves as the primary framework that governs the overall relationship between the parties, while individual projects are detailed in separate statements of work. It incorporates key provisions required under Canadian federal and provincial laws, including intellectual property protection, privacy compliance under PIPEDA, and electronic commerce regulations. The document is particularly crucial when establishing long-term software development relationships that may involve multiple phases, projects, or ongoing development work, providing clarity on ownership, responsibilities, and risk allocation while maintaining flexibility for future project-specific requirements.
Suggested Sections

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

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

3. Definitions: Comprehensive definitions of technical terms, project-related terminology, and other key concepts used throughout the agreement

4. Scope of Services: General description of software development services covered under the master agreement

5. Statement of Work Process: Procedures for creating, approving, and executing project-specific statements of work

6. Development Methodology: Overview of development approach (e.g., Agile, Waterfall) and related processes

7. Acceptance Testing: Procedures for testing, acceptance criteria, and acceptance/rejection processes

8. Service Provider Obligations: Key responsibilities and commitments of the development team

9. Client Obligations: Client responsibilities, including provision of resources, access, and timely decisions

10. Change Management: Procedures for requesting, evaluating, and implementing changes to scope or requirements

11. Intellectual Property Rights: Ownership and licensing of pre-existing IP and newly developed software

12. Confidentiality: Protection of confidential information and trade secrets

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

14. Fees and Payment: Payment terms, rate structures, and invoicing procedures

15. Term and Termination: Duration of agreement and termination rights

16. Warranties: Service provider's warranties regarding quality, performance, and compliance

17. Limitation of Liability: Caps on liability and exclusions of certain types of damages

18. Indemnification: Mutual indemnification obligations, including IP infringement

19. Insurance: Required insurance coverage and limits

20. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Source Code Escrow: Optional provisions for source code escrow arrangements, typically used for business-critical applications

2. Service Levels: Specific service level commitments and remedies, relevant for maintenance or ongoing service components

3. Security Requirements: Detailed security obligations and standards, essential for projects involving sensitive data

4. Disaster Recovery: Business continuity and disaster recovery requirements, important for mission-critical applications

5. Third-Party Components: Management and licensing of third-party software components and open-source software

6. Training and Documentation: Requirements for user training and system documentation, important for complex implementations

7. Non-Solicitation: Restrictions on hiring each other's personnel, relevant in competitive markets

8. Governance: Detailed project governance structure and escalation procedures, useful for large-scale projects

Suggested Schedules

1. Schedule A - Rate Card: Standard rates for different roles and services

2. Schedule B - Template Statement of Work: Standard format for project-specific statements of work

3. Schedule C - Service Levels: Detailed service level specifications and measurement criteria

4. Schedule D - Security Requirements: Detailed security standards and compliance requirements

5. Schedule E - Approved Subcontractors: List of pre-approved subcontractors and their roles

6. Schedule F - Testing Procedures: Detailed acceptance testing procedures and criteria

7. Appendix 1 - Technical Standards: Required technical standards, platforms, and frameworks

8. Appendix 2 - Change Request Template: Standard format for submitting and processing change requests

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
Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Retail

Telecommunications

Government

Education

Transportation

Energy

Professional Services

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Finance

Risk Management

Information Security

Software Development

Project Management

Product Management

Operations

Compliance

Relevant Roles

Chief Technology Officer

Chief Information Officer

IT Director

Software Development Manager

Project Manager

Legal Counsel

Procurement Manager

Contract Manager

Information Security Officer

Chief Financial Officer

Risk Manager

Technical Architect

Development Team Lead

Product Owner

Business Analyst

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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