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Master Services Agreement For Software Development
"I need a Master Services Agreement for Software Development for my fintech startup based in Mumbai, with strong data protection clauses and security requirements as we'll be handling sensitive financial data, targeting to start the engagement by March 2025."
1. Parties: Identification and details of the contracting parties - service provider and client
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Scope of Services: Overview of software development services to be provided
5. Service Provider Obligations: Key responsibilities and commitments of the service provider
6. Client Obligations: Key responsibilities and commitments of the client
7. Project Management: Process for managing projects, including governance and reporting
8. Change Management: Procedures for handling changes to scope, specifications, or requirements
9. Acceptance Testing: Procedures for testing and accepting deliverables
10. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP
11. Confidentiality: Protection and handling of confidential information
12. Data Protection: Obligations regarding data security and privacy
13. Warranties: Warranties provided by both parties
14. Fees and Payment: Payment terms, rates, and invoicing procedures
15. Term and Termination: Duration of agreement and termination provisions
16. Liability and Indemnification: Limitation of liability and indemnification obligations
17. Force Majeure: Provisions for handling events beyond parties' control
18. Dispute Resolution: Process for resolving disputes between parties
19. Governing Law: Applicable law and jurisdiction
20. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Source Code Escrow: Provisions for source code escrow arrangements, used when client requires additional security
2. Non-Solicitation: Restrictions on hiring each other's employees, used when parties want to protect their workforce
3. Business Continuity: Disaster recovery and business continuity requirements, used for critical systems
4. Insurance: Specific insurance requirements, used for high-value or high-risk projects
5. Security Requirements: Detailed security obligations, used when handling sensitive data or systems
6. Performance Credits: Service credits or penalties for missing KPIs, used in performance-critical projects
7. Offshore Development: Specific provisions for offshore development teams, used in international engagements
8. Open Source Software: Management of open source components, used when open source is part of solution
1. Schedule A - Service Descriptions: Detailed description of software development services and methodology
2. Schedule B - Commercial Terms: Detailed pricing, payment terms, and rate cards
3. Schedule C - Service Levels: Performance metrics, service levels, and measurement methods
4. Schedule D - Security Requirements: Detailed security protocols and requirements
5. Schedule E - Change Request Template: Standard format for requesting and documenting changes
6. Schedule F - Acceptance Test Criteria: Detailed testing procedures and acceptance criteria
7. Schedule G - Project Governance: Detailed governance structure and processes
8. Appendix 1 - Contact Details: Key contacts and escalation matrix
9. Appendix 2 - Required Reports: List and templates of required project reports
10. Appendix 3 - Approved Subcontractors: List of pre-approved subcontractors if applicable
Authors
Acceptance Tests
Affiliate
Applicable Law
Background IP
Business Day
Change Request
Client Materials
Client Personnel
Confidential Information
Deliverables
Development Environment
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Milestone
Object Code
Personal Data
Project
Project Manager
Project Plan
Provider Personnel
Quality Standards
Release
Schedule
Scope of Services
Security Requirements
Service Credits
Service Levels
Services
Software
Source Code
Specifications
Statement of Work
Subcontractor
Term
Third Party Materials
Time and Materials
Updates
Upgrades
User Acceptance Testing
Work Product
Services Scope
Project Management
Change Control
Acceptance Testing
Service Levels
Personnel
Client Obligations
Provider Obligations
Intellectual Property
Data Protection
Confidentiality
Security
Warranties
Pricing
Payment Terms
Term
Termination
Force Majeure
Liability
Indemnification
Insurance
Dispute Resolution
Governing Law
Assignment
Subcontracting
Notices
Audit Rights
Business Continuity
Non-Solicitation
Entire Agreement
Amendments
Severability
Third Party Rights
Waiver
Relationship of Parties
Survival
Compliance with Laws
Anti-Corruption
Source Code Escrow
Performance Reporting
Quality Assurance
Information Technology
Banking and Financial Services
Healthcare
E-commerce
Manufacturing
Retail
Telecommunications
Insurance
Education
Government and Public Sector
Media and Entertainment
Automotive
Logistics and Supply Chain
Professional Services
Legal
Procurement
Information Technology
Software Development
Engineering
Operations
Risk and Compliance
Vendor Management
Commercial
Project Management Office
Solutions Architecture
Information Security
Finance
Technical Operations
Chief Technology Officer
Chief Information Officer
Legal Counsel
Procurement Manager
IT Director
Software Development Manager
Project Manager
Contract Manager
Technology Commercial Manager
Head of Engineering
Solutions Architect
Technical Program Manager
Vendor Management Lead
Chief Legal Officer
IT Procurement Specialist
Development Team Lead
Operations Manager
Risk and Compliance Manager
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