1. Parties: Identification of contracting parties, including registered addresses and company registration numbers
2. Background: Context of the agreement and high-level purpose of the software development outsourcing arrangement
3. Definitions: Detailed definitions of technical terms, contract-specific terminology, and interpretation rules
4. Scope of Services: Detailed description of software development services to be provided
5. Project Governance: Management structure, reporting lines, and decision-making processes
6. Developer Obligations: Key responsibilities and commitments of the development team
7. Client Obligations: Client responsibilities including provision of information, access, and resources
8. Deliverables: Specific outputs and delivery milestones
9. Acceptance Testing: Procedures for testing and accepting deliverables
10. Change Control: Process for managing changes to scope or requirements
11. Intellectual Property Rights: Ownership and licensing of developed software and related materials
12. Confidentiality: Protection of confidential information and trade secrets
13. Data Protection: Compliance with PDPA 2010 and data handling requirements
14. Warranties and Representations: Guarantees regarding service quality and compliance
15. Payment Terms: Fees, payment schedule, and invoicing procedures
16. Term and Termination: Contract duration and termination provisions
17. Force Majeure: Handling of events beyond reasonable control
18. Liability and Indemnification: Limitation of liability and indemnification obligations
19. Dispute Resolution: Procedures for resolving disputes including jurisdiction choice
20. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
