Custom Software Development Agreement Template for Ireland

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Key Requirements PROMPT example:

Custom Software Development Agreement

"I need a Custom Software Development Agreement for a mobile banking app project where we're hiring an external developer to create a secure financial application, with specific emphasis on GDPR compliance and source code ownership, to be completed by March 2025."

Document background
The Custom Software Development Agreement is essential for organizations engaging external developers or firms to create bespoke software solutions. This document, governed by Irish law, is particularly relevant in Ireland's growing technology sector and for international companies operating through Ireland. It addresses key aspects such as intellectual property rights, data protection under GDPR, project milestones, acceptance testing, and payment terms. The agreement is designed to protect both parties' interests while ensuring compliance with Irish and EU regulations. It's commonly used when organizations need tailored software solutions that aren't available off-the-shelf, requiring specific development work to meet unique business requirements.
Suggested Sections

1. Parties: Identification and details of the contracting parties (developer and client)

2. Background: Context of the agreement and general purpose of the software development project

3. Definitions: Definitions of key terms used throughout the agreement

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

5. Project Timeline and Milestones: Development phases, deadlines, and delivery schedule

6. Developer's Obligations: Key responsibilities and commitments of the software developer

7. Client's Obligations: Client responsibilities including provision of information and materials

8. Change Control: Process for requesting and implementing changes to the project scope

9. Acceptance Testing: Procedures for testing and accepting delivered software components

10. Intellectual Property Rights: Ownership and licensing of developed software and related materials

11. Payment Terms: Fees, payment schedule, and related financial terms

12. Data Protection and Security: GDPR compliance and data security requirements

13. Confidentiality: Protection of confidential information and trade secrets

14. Warranties and Representations: Guarantees regarding service quality and performance

15. Limitation of Liability: Limits on parties' liability and exclusions

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

17. Force Majeure: Provisions for unforeseen circumstances affecting performance

18. General Provisions: Standard boilerplate clauses including governing law, notices, etc.

Optional Sections

1. Third-Party Materials: Terms regarding use of third-party software or libraries, included when project involves third-party integrations

2. Source Code Escrow: Provisions for source code safekeeping, used for business-critical applications

3. Service Level Agreement: Specific performance metrics and standards, included for ongoing maintenance arrangements

4. Disaster Recovery: Procedures for data backup and system recovery, important for high-availability systems

5. Staff and Subcontractors: Terms regarding development team members and use of subcontractors

6. Insurance Requirements: Specific insurance obligations, included for high-value or high-risk projects

7. Export Control: Compliance with export regulations, needed for international deployments

8. Competition Restrictions: Non-compete and non-solicitation provisions, used when protecting market position

Suggested Schedules

1. Schedule 1 - Software Specification: Detailed technical specifications and requirements for the software

2. Schedule 2 - Project Plan: Detailed timeline, milestones, and deliverables

3. Schedule 3 - Acceptance Criteria: Specific criteria and procedures for software acceptance testing

4. Schedule 4 - Service Levels: Performance metrics and service level requirements

5. Schedule 5 - Charges and Payment: Detailed breakdown of fees, costs, and payment schedule

6. Schedule 6 - Data Processing Agreement: GDPR-compliant data processing terms and requirements

7. Schedule 7 - Change Control Procedure: Detailed process for managing change requests

8. Appendix A - Contact Details: Key contacts and communication protocols for both parties

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

Financial Services

Healthcare

E-commerce

Manufacturing

Professional Services

Telecommunications

Education

Government and Public Sector

Retail

Insurance

Banking

Media and Entertainment

Logistics and Supply Chain

Relevant Teams

Legal

Information Technology

Procurement

Software Development

Project Management

Contract Management

Information Security

Risk Management

Vendor Management

Technical Operations

Commercial Operations

Relevant Roles

Chief Technology Officer

IT Director

Project Manager

Legal Counsel

Procurement Manager

Software Development Manager

Contract Manager

Chief Information Officer

Technology Procurement Specialist

IT Operations Manager

Commercial Director

Chief Legal Officer

Software Project Lead

IT Procurement Officer

Legal Operations Manager

Technical Program Manager

Industries
Sale of Goods and Supply of Services Act 1980: Governs contracts for goods and services in Ireland, ensuring quality, fitness for purpose, and consumer protection provisions
Copyright and Related Rights Act 2000: Protects software code, documentation, and other creative works involved in software development, establishing ownership and usage rights
General Data Protection Regulation (GDPR): EU regulation implemented in Ireland governing the processing and protection of personal data, crucial for software handling user data
Data Protection Act 2018: Irish implementation of GDPR, providing specific national requirements for data protection
European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013: Implements EU consumer protection rules in Ireland, relevant if the software is developed for consumer use
Electronic Commerce Act 2000: Governs electronic contracts and digital signatures, relevant for software development agreements executed electronically
Protection of Employees (Fixed-Term Work) Act 2003: May be relevant if the development involves fixed-term contractors or employees
European Communities (Protection of Consumers in Respect of Contracts Made by Means of Distance Communication) Regulations 2001: Relevant if the software development agreement is negotiated remotely
Competition Act 2002: Ensures fair competition and may affect exclusivity or non-compete clauses in the agreement
European Union (Protection of Trade Secrets) Regulations 2018: Protects confidential business information and trade secrets during the software development process
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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