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Software Development Consulting Agreement

Software Development Consulting Agreement Template for India

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Key Requirements PROMPT example:

Software Development Consulting Agreement

"I need a Software Development Consulting Agreement for my fintech startup based in Mumbai, which will be hiring a software consulting firm to develop a mobile payment application, with work starting January 2025 and including strict data protection clauses due to handling financial data."

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Document background
The Software Development Consulting Agreement is essential for businesses engaging external expertise for software development projects in India. This document is typically used when a company (the client) requires specialized software development services from a consulting firm or technology provider. It operates within the framework of Indian contract law and IT regulations, particularly the Information Technology Act, 2000, and addresses crucial aspects such as intellectual property rights, data protection, and service delivery standards. The agreement is designed to protect both parties' interests while ensuring clear project scope, deliverables, and commercial terms. It's particularly relevant in today's digital transformation landscape where businesses increasingly rely on external technology expertise for their software development needs.
Suggested Sections

1. Parties: Identification of the consulting firm and the client, including registered addresses and company details

2. Background: Context of the agreement, brief description of parties' businesses, and purpose of engagement

3. Definitions: Detailed definitions of technical terms, project-specific terminology, and contract interpretation guidelines

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

5. Term and Timelines: Duration of agreement and project milestones

6. Consultant Obligations: Key responsibilities, deliverables, and performance standards of the consulting firm

7. Client Obligations: Client responsibilities, including provision of information, access, and resources

8. Project Management: Governance structure, reporting requirements, and communication protocols

9. Acceptance Testing: Procedures for testing, acceptance criteria, and handling of defects

10. Charges and Payment: Fee structure, payment terms, expenses, and invoicing procedures

11. Intellectual Property Rights: Ownership and licensing of pre-existing and newly developed IP

12. Confidentiality: Protection of confidential information and trade secrets

13. Data Protection: Compliance with data protection laws and data handling procedures

14. Warranties and Representations: Standard warranties regarding services, capability, and compliance

15. Limitation of Liability: Caps on liability and exclusions of certain types of damages

16. Termination: Grounds for termination, notice periods, and consequences of termination

17. General Provisions: Standard boilerplate clauses including notices, governing law, dispute resolution

Optional Sections

1. Source Code Escrow: Terms for source code escrow arrangements, used when client requires additional security

2. Change Control: Procedures for managing changes to project scope or requirements, needed for complex projects

3. Service Levels: Specific performance metrics and remedies, used for ongoing maintenance/support

4. Disaster Recovery: Business continuity and disaster recovery procedures, important for critical systems

5. Personnel: Requirements for key personnel, background checks, needed for on-site services

6. Security Requirements: Specific security protocols and compliance requirements, for handling sensitive data

7. Third Party Components: Terms relating to use of third-party software/tools, if applicable

8. Foreign Exchange Compliance: Required for international agreements with foreign currency payments

9. Insurance: Specific insurance requirements beyond standard coverage

10. Non-Competition: Restrictions on competitive activities, if required by client

Suggested Schedules

1. Schedule 1 - Services Description: Detailed technical specifications and scope of development work

2. Schedule 2 - Project Plan: Detailed timelines, milestones, and delivery schedule

3. Schedule 3 - Charges: Detailed fee structure, rate cards, and payment milestones

4. Schedule 4 - Service Levels: Technical performance metrics and measurement criteria

5. Schedule 5 - Testing Procedures: Detailed acceptance testing procedures and criteria

6. Schedule 6 - Personnel: Key personnel, roles, and responsibilities

7. Schedule 7 - Client Dependencies: Detailed list of client-provided resources and requirements

8. Appendix A - Technical Requirements: Detailed technical specifications and requirements

9. Appendix B - Security Standards: Security protocols and compliance requirements

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 legal definitions
Acceptance Criteria
Acceptance Tests
Affiliate
Agreement
Background IP
Business Day
Change Request
Client
Client Materials
Confidential Information
Consultant
Consulting Services
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
Services
Service Levels
Software
Source Code
Specifications
Statement of Work
Technical Requirements
Term
Third Party Components
Third Party Materials
Updates
User Acceptance Testing
Virus
Work Product
Clauses
Definitions
Services Scope
Term and Duration
Payment
Intellectual Property
Confidentiality
Data Protection
Service Levels
Acceptance Testing
Change Control
Project Management
Personnel
Client Obligations
Consultant Obligations
Warranties
Indemnification
Limitation of Liability
Force Majeure
Termination
Exit Management
Non-Solicitation
Assignment
Subcontracting
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Insurance
Compliance with Laws
Anti-Corruption
Security Requirements
Audit Rights
Source Code Escrow
Third Party Rights
Amendments
Waiver
Relationship of Parties
Survival
Counterparts
Relevant Industries

Information Technology

Banking and Financial Services

Healthcare

E-commerce

Manufacturing

Retail

Telecommunications

Education

Insurance

Logistics and Supply Chain

Professional Services

Media and Entertainment

Real Estate

Government and Public Sector

Automotive

Relevant Teams

Legal

Information Technology

Procurement

Software Development

Project Management

Operations

Vendor Management

Solutions Architecture

Business Development

Risk & Compliance

Technical Architecture

Digital Transformation

Contract Administration

Relevant Roles

Chief Technology Officer

IT Director

Project Manager

Software Development Manager

Legal Counsel

Procurement Manager

Technology Consultant

Contract Manager

Business Development Manager

Technical Architect

Operations Director

Chief Information Officer

Vendor Manager

Solutions Architect

Digital Transformation Lead

Industries
Information Technology Act, 2000: Primary legislation governing electronic transactions, software, and IT services in India. Relevant for defining the scope of software development services and electronic contracts.
Indian Contract Act, 1872: Fundamental law governing contract formation, validity, and enforcement in India. Essential for structuring the basic agreement terms, conditions, and obligations.
Copyright Act, 1957: Protects original software code, documentation, and related intellectual property. Critical for defining ownership and usage rights of developed software.
Patents Act, 1970: Relevant for protecting any patentable aspects of the software development process or resulting innovations.
Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011: Governs the handling of personal and sensitive data in software development projects.
Foreign Exchange Management Act (FEMA), 1999: Relevant if the agreement involves international parties, cross-border payments, or foreign currency transactions.
Income Tax Act, 1961: Governs taxation aspects of consulting services, including TDS (Tax Deducted at Source) requirements and GST implications.
The Companies Act, 2013: Relevant for understanding corporate compliance requirements and authority to contract.
Indian Penal Code, 1860: Relevant for confidentiality provisions and penalties for breach of trust or criminal breach of contract.
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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