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Software Outsourcing Agreement
"I need a Software Outsourcing Agreement for our UK-based fintech startup to engage an Indian development company for building our mobile payment application, with specific focus on data protection compliance and source code ownership."
1. Parties: Identification and details of contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Scope of Services: Detailed description of software development services to be provided
5. Project Timeline: Delivery schedules and milestones
6. Payment Terms: Pricing, payment schedule, and invoicing details
7. Intellectual Property Rights: Ownership and licensing of developed software and materials
8. Confidentiality: Protection of confidential information and trade secrets
9. Data Protection: Compliance with GDPR and data protection laws
10. Term and Termination: Duration and termination provisions
1. Change Control: Process for managing changes to scope or requirements - recommended for complex projects with likely scope changes
2. Staff Transfer: TUPE provisions and staff management - required when staff transfer is involved
3. Source Code Escrow: Source code protection arrangements - recommended when source code access is critical
4. Disaster Recovery: Business continuity provisions - essential for critical systems development
1. Schedule 1 - Service Level Agreement: Detailed performance metrics and service levels
2. Schedule 2 - Technical Specifications: Detailed technical requirements and specifications
3. Schedule 3 - Price Schedule: Detailed pricing breakdown and rate cards
4. Schedule 4 - Project Plan: Detailed project timeline and deliverables
5. Schedule 5 - Data Processing Agreement: Detailed data protection obligations and procedures
6. Schedule 6 - Security Requirements: Information security standards and requirements
7. Schedule 7 - Key Personnel: Details of key team members and roles
8. Schedule 8 - Exit Plan: Transition arrangements upon termination
Authors
Acceptance Tests
Background IPR
Business Day
Change Control Procedure
Charges
Client Data
Client Materials
Commencement Date
Confidential Information
Data Protection Legislation
Deliverables
Documentation
Effective Date
Force Majeure Event
Foreground IPR
Good Industry Practice
Intellectual Property Rights
Key Personnel
Milestone
Personal Data
Project
Project Manager
Project Plan
Services
Service Levels
Service Provider Materials
Software
Source Code
Specification
Statement of Work
Subcontractor
Term
Third Party Software
TUPE
User Acceptance Testing
Virus
Working Hours
Service Levels
Acceptance Testing
Change Control
Charges and Payment
Client Obligations
Service Provider Obligations
Intellectual Property Rights
Data Protection
Confidentiality
Security Requirements
Personnel and Key Staff
Subcontracting
Warranties
Indemnities
Limitation of Liability
Insurance
Force Majeure
Term and Termination
Exit Management
Dispute Resolution
Governance
Audit Rights
Anti-Bribery
Modern Slavery
Assignment and Novation
Third Party Rights
Notices
Entire Agreement
Severability
Waiver
Variation
Counterparts
Governing Law and Jurisdiction
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