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Development Services Agreement
"I need a Development Services Agreement under German law for a software development project where my company will hire an external developer to create a custom ERP system, with development starting in March 2025 and including provisions for source code escrow and data protection compliance."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and general purpose of the development services
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Scope of Services: Detailed description of development services to be provided, including deliverables
5. Project Management and Reporting: Process for managing the development project, including communication protocols and reporting requirements
6. Timeline and Milestones: Development schedule, delivery dates, and key project milestones
7. Acceptance Testing: Procedures for testing and accepting deliverables
8. Charges and Payment: Fee structure, payment terms, and invoicing procedures
9. Intellectual Property Rights: Ownership and licensing of pre-existing and newly developed IP
10. Confidentiality: Protection of confidential information and trade secrets
11. Warranties and Representations: Standard warranties regarding service quality and compliance with laws
12. Liability and Indemnification: Limitation of liability and indemnification provisions in accordance with German law
13. Term and Termination: Duration of agreement and termination rights
14. Force Majeure: Provisions for handling events beyond parties' control
15. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
1. Data Protection: Required when personal data processing is involved, including GDPR compliance measures
2. Subcontractors: Include when the developer may use subcontractors, including approval processes and liability
3. Hardware Development: Required when the development includes hardware components
4. Source Code Escrow: Include when source code needs to be held in escrow for security
5. Service Levels: Include when specific performance metrics need to be maintained
6. Training and Documentation: Required when the developer must provide training or extensive documentation
7. Non-Competition: Include when restrictions on competitive activities are needed
8. Insurance: Include when specific insurance coverage is required
9. Change Control: Include for projects likely to require scope changes
1. Schedule 1 - Development Specifications: Detailed technical specifications for the development work
2. Schedule 2 - Charges and Payment Terms: Detailed breakdown of fees, payment schedule, and expenses
3. Schedule 3 - Project Timeline: Detailed project plan with milestones and delivery dates
4. Schedule 4 - Acceptance Test Criteria: Specific criteria and procedures for acceptance testing
5. Schedule 5 - Service Levels: Detailed service level requirements and measurements
6. Schedule 6 - Contact Details and Escalation Procedure: Key contact information and issue escalation process
7. Schedule 7 - Data Processing Agreement: GDPR-compliant data processing terms if applicable
8. Schedule 8 - Required Insurance Coverage: Specific insurance requirements and coverage levels
Authors
Acceptance Tests
Agreement
Background IP
Business Day
Change Request
Charges
Client Materials
Client
Confidential Information
Data Protection Laws
Developer
Development Services
Deliverables
Documentation
Effective Date
Final Acceptance
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Milestone
Object Code
Project Manager
Project Plan
Service Levels
Source Code
Specifications
Subcontractor
Technical Requirements
Term
Third Party Materials
Timeline
User Acceptance Testing
Work Product
GDPR
Werkvertrag
Dienstvertrag
Maintenance Services
Development Environment
Production Environment
Test Environment
Quality Standards
Security Requirements
Support Services
Preliminary Acceptance
Licensed Software
Bug
Critical Defect
Minor Defect
Major Defect
Project Documentation
Acceptance Certificate
Change Control Procedure
Scope of Services
Project Management
Development Process
Delivery
Acceptance Testing
Change Control
Service Levels
Client Obligations
Developer Obligations
Key Personnel
Subcontracting
Charges and Payment
Intellectual Property Rights
Data Protection
Confidentiality
Non-Competition
Warranties
Indemnification
Limitation of Liability
Force Majeure
Term and Duration
Termination
Termination Consequences
Insurance
Audit Rights
Assignment
Documentation
Security
Quality Assurance
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Third Party Rights
Amendment
Waiver
Relationship of Parties
Survival
Counterparts
Information Technology
Software Development
Financial Services
Healthcare
Manufacturing
E-commerce
Telecommunications
Automotive
Digital Media
Professional Services
Industrial Technology
Research and Development
Legal
Procurement
Information Technology
Software Development
Engineering
Project Management
Research & Development
Operations
Risk Management
Compliance
Technical Operations
Product Development
Chief Technology Officer
IT Director
Project Manager
Legal Counsel
Procurement Manager
Software Development Manager
Technical Lead
Contract Manager
Head of Engineering
Innovation Director
Chief Information Officer
Development Team Lead
Legal Operations Manager
Technology Procurement Specialist
Digital Transformation Manager
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