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Software Subcontractor Agreement

Software Subcontractor Agreement Template for England and Wales

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Key Requirements PROMPT example:

Software Subcontractor Agreement

"I need a Software Subcontractor Agreement for engaging a specialized AI development team based in Manchester to work on our financial services platform, with specific provisions for source code ownership and data protection compliance, starting March 2025."

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Document background
The Software Subcontractor Agreement is essential for technology projects where specialized software development work needs to be delegated to third parties. This agreement, governed by English and Welsh law, is particularly crucial in situations where a main contractor needs to supplement their development capacity or access specific technical expertise. It addresses key concerns such as IP rights, confidentiality, data protection, and quality standards while ensuring compliance with UK regulatory requirements. The document is designed to protect both parties' interests while facilitating efficient project delivery and clear communication channels.
Suggested Sections

1. Parties: Identification and details of the contracting parties (main contractor and subcontractor)

2. Background: Context of the agreement, including reference to the main contract and reason for subcontracting

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of software development services to be provided

5. Payment Terms: Fees, payment schedule, invoicing requirements

6. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP

7. Confidentiality: Protection of confidential information and trade secrets

8. Term and Termination: Duration of agreement and termination provisions

9. Data Protection: GDPR compliance and data handling requirements

10. Warranties and Indemnities: Standard warranties and indemnification provisions

11. Governing Law: Specification of applicable law and jurisdiction

Optional Sections

1. Non-Compete: Restrictions on competitive activities - used when protecting market position or client relationships

2. Source Code Escrow: Provisions for source code protection - used when dealing with critical software applications

3. Service Levels: Specific performance metrics and standards - used for ongoing maintenance or support services

4. Change Control: Process for managing changes to scope - used for complex or long-term projects

5. Insurance: Specific insurance requirements - used for high-value or high-risk projects

Suggested Schedules

1. Schedule 1 - Services Description: Detailed specification of services and deliverables

2. Schedule 2 - Charges and Payment: Detailed fee structure and payment terms

3. Schedule 3 - Service Levels: Performance metrics and measurement criteria

4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms

5. Schedule 5 - Form of Change Control Notice: Template for requesting and documenting changes

6. Schedule 6 - Key Personnel: List of key team members and their roles

7. Appendix A - Technical Requirements: Detailed technical specifications

8. Appendix B - Security Requirements: Security standards and protocols

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of a contract between other parties - relevant for subcontracting relationships

Unfair Contract Terms Act 1977: Controls unfair terms in business contracts, particularly regarding limitation of liability clauses

Copyright, Designs and Patents Act 1988: Protects intellectual property rights in software, code, and related documentation

UK General Data Protection Regulation (UK GDPR): Regulates the processing of personal data and imposes obligations on data controllers and processors

Data Protection Act 2018: The UK's implementation of data protection law, working alongside UK GDPR

IR35 Regulations: Off-payroll working rules that determine employment status for tax purposes in contractor relationships

Computer Misuse Act 1990: Criminalizes unauthorized access to computer systems and software - relevant for security obligations

Supply of Goods and Services Act 1982: Implies terms about service quality and fitness for purpose in service contracts

Late Payment of Commercial Debts (Interest) Act 1998: Provides for interest on late payments in commercial transactions

Employment Rights Act 1996: Defines basic employment rights - relevant for determining contractor vs. employee status

Network and Information Systems Regulations 2018: Sets security requirements for digital service providers and essential services

Trade Marks Act 1994: Protects branding and marks - relevant for software branding and licensing

Electronic Commerce (EC Directive) Regulations 2002: Regulates electronic commerce and digital services provision

Competition Act 1998: Ensures fair competition - relevant for non-compete and exclusivity provisions

Export Control Act 2002: Controls export of sensitive technologies including certain types of software

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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