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Master Software Development Agreement
"I need a Master Software Development Agreement for my fintech startup based in Bangalore, with strong IP protection clauses and specific provisions for handling sensitive financial data, ensuring compliance with RBI regulations."
1. Parties: Identification of the contracting parties including registered addresses and company details
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: General framework for software development services and process for engaging specific projects
5. Statement of Work Process: Procedures for creating, approving, and executing individual Statements of Work
6. Development Methodology: Agreed software development methodology, processes, and standards
7. Acceptance Testing: Procedures for testing and accepting deliverables
8. Change Management: Process for requesting and implementing changes to requirements or specifications
9. Intellectual Property Rights: Ownership and licensing of pre-existing IP and newly developed software
10. Confidentiality: Protection of confidential information and trade secrets
11. Warranties and Representations: Standard warranties regarding services, deliverables, and general business conduct
12. Payment Terms: Fees, payment schedule, expenses, and invoicing procedures
13. Term and Termination: Duration of agreement and circumstances for termination
14. Limitation of Liability: Caps on liability and exclusions of certain types of damages
15. Force Majeure: Provisions for handling events beyond parties' reasonable control
16. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution
17. General Provisions: Standard boilerplate clauses including notices, assignment, and severability
1. Source Code Escrow: Terms for source code escrow arrangements when required for business continuity
2. Data Protection: Specific provisions for handling personal data when processing personal information is part of the services
3. Security Requirements: Detailed security obligations when dealing with sensitive systems or data
4. Service Levels: SLA terms when specific performance metrics are required
5. Disaster Recovery: DR and business continuity requirements for critical systems
6. Insurance: Specific insurance requirements beyond standard coverage
7. Non-Competition: Restrictions on competitive activities when required
8. Personnel Requirements: Specific requirements for development team members when needed
9. Third-Party Components: Terms for using third-party software or open source components
1. Schedule 1 - Rate Card: Standard rates for different resources and services
2. Schedule 2 - Service Levels: Detailed SLA metrics and measurement criteria
3. Schedule 3 - Technical Standards: Required technical standards, tools, and platforms
4. Schedule 4 - Security Requirements: Detailed security protocols and requirements
5. Schedule 5 - Template Statement of Work: Standard format for creating project-specific SOWs
6. Schedule 6 - Key Personnel: List of key team members and their roles
7. Schedule 7 - Acceptance Testing Procedures: Detailed testing and acceptance criteria
8. Schedule 8 - Support and Maintenance Terms: Terms for ongoing support and maintenance services
9. Appendix A - Client Policies: Relevant client policies that developer must comply with
10. Appendix B - Project Governance: Project management and governance procedures
Authors
Acceptance Tests
Affiliate
Agreement
Background IP
Business Day
Change Request
Confidential Information
Deliverables
Development Methodology
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Milestone
Open Source Software
Project
Project Manager
Services
Software
Source Code
Specifications
Statement of Work
Term
Third Party Materials
Time Schedule
Updates
Upgrades
User Acceptance Testing
Work Product
Defect
Dependencies
Development Environment
Escrow Agent
Fees
Go-Live Date
Implementation Schedule
Licensed Software
Maintenance Services
Object Code
Production Environment
Project Plan
Quality Standards
Release
Service Levels
Support Services
Technical Specifications
Test Environment
User Documentation
Scope of Services
Engagement Process
Development Methodology
Project Management
Acceptance Testing
Change Control
Service Levels
Personnel
Subcontracting
Client Obligations
Developer Obligations
Intellectual Property
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Warranties
Indemnification
Limitation of Liability
Insurance
Fees and Payment
Invoicing
Term
Termination
Force Majeure
Assignment
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Counterparts
Source Code Escrow
Security Requirements
Business Continuity
Audit Rights
Anti-Corruption
Export Control
Information Technology
Financial Services
Healthcare
E-commerce
Manufacturing
Telecommunications
Education
Government
Retail
Insurance
Banking
Automotive
Logistics
Media and Entertainment
Legal
Procurement
Information Technology
Software Development
Project Management
Operations
Vendor Management
Commercial
Engineering
Business Development
Risk & Compliance
Technical Architecture
Chief Technology Officer
Legal Counsel
Procurement Manager
IT Director
Software Development Manager
Project Manager
Contract Manager
Business Development Manager
Chief Information Officer
Head of Engineering
Technical Architect
Operations Manager
Vendor Manager
Chief Legal Officer
Commercial Director
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