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Software Outsourcing Agreement
"I need a Software Outsourcing Agreement for outsourcing our mobile banking app development to a Nigerian software company, with strict data protection provisions and source code escrow arrangements, planned to commence in March 2025."
1. Parties: Identification of the parties entering into the agreement, including their registered addresses and company details
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Detailed definitions of technical terms, business concepts, and other important terms used throughout the agreement
4. Scope of Services: Detailed description of the software development services to be provided, including deliverables and objectives
5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination
6. Payment Terms: Pricing, payment schedule, invoicing procedures, and currency considerations
7. Service Levels: Performance standards, metrics, and quality requirements for the services
8. Intellectual Property Rights: Ownership and licensing of pre-existing IP and newly developed software
9. Confidentiality: Protection of confidential information and trade secrets
10. Data Protection and Security: Compliance with NDPR and security requirements for data handling
11. Warranties and Representations: Guarantees regarding service quality, compliance with laws, and authority to contract
12. Limitation of Liability: Caps on liability and exclusions of certain types of damages
13. Force Majeure: Provisions for unforeseen circumstances affecting performance
14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law
15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Source Code Escrow: Provisions for source code safekeeping with a third party, used when client requires access to source code in specific circumstances
2. Staff Transfer: Terms governing the transfer or secondment of personnel, needed when staff transitions are part of the arrangement
3. Business Continuity: Disaster recovery and business continuity requirements, important for critical systems
4. Knowledge Transfer: Procedures for transferring knowledge and documentation, crucial when planning future in-housing
5. Change Control: Procedures for managing changes to services or specifications, important for complex projects
6. Audit Rights: Client's rights to audit the provider's operations, important for regulated industries
7. Export Control: Compliance with export control laws, needed when dealing with restricted technologies
8. Local Content Requirements: Compliance with Nigerian local content laws, if applicable to the sector
1. Schedule 1 - Services Description: Detailed technical specifications and scope of software development services
2. Schedule 2 - Service Levels and KPIs: Detailed metrics, measurement methods, and penalties/rewards
3. Schedule 3 - Charges and Payment: Detailed pricing structure, rate cards, and payment milestones
4. Schedule 4 - Data Processing Agreement: Specific terms for compliance with NDPR and data protection requirements
5. Schedule 5 - Security Requirements: Detailed security protocols, standards, and compliance requirements
6. Schedule 6 - Project Plan: Timeline, milestones, and delivery schedule
7. Schedule 7 - Governance and Reporting: Meeting schedules, reporting requirements, and escalation procedures
8. Schedule 8 - Form of Change Order: Template for documenting and approving changes to services
Authors
Acceptance Tests
Affiliate
Agreement
Applicable Law
Background IP
Business Day
Change Control Procedure
Change Request
Charges
Client
Client Data
Client Materials
Confidential Information
Contract Year
Deliverables
Development Environment
Disaster Recovery Plan
Documentation
Effective Date
Emergency Maintenance
Escrow Agent
Force Majeure Event
Good Industry Practice
Implementation Plan
Initial Term
Intellectual Property Rights
Key Personnel
Maintenance Services
Milestone
NDPR
Open Source Software
Personal Data
Project Manager
Project Plan
Provider
Quality Standards
Related Agreements
Renewal Term
Schedule
Security Requirements
Service Credits
Service Levels
Services
Software
Source Code
Specification
Statement of Work
Support Services
Term
Third Party Materials
Transition Period
Transition Plan
UAT
Updates
Upgrades
User
Virus
Work Product
Services Scope
Term and Duration
Service Provider Obligations
Client Obligations
Project Management
Acceptance Testing
Service Levels
Change Control
Charges and Payment
Intellectual Property Rights
Data Protection
Confidentiality
Security Requirements
Staff and Key Personnel
Warranties
Indemnification
Limitation of Liability
Force Majeure
Termination
Exit Management
Non-Solicitation
Insurance
Assignment and Subcontracting
Compliance with Laws
Audit Rights
Dispute Resolution
Governing Law and Jurisdiction
Notices
Anti-Bribery and Corruption
Foreign Exchange Compliance
Source Code Escrow
Business Continuity
Entire Agreement
Severability
Variation and Waiver
Third Party Rights
Counterparts
Information Technology
Banking and Financial Services
Telecommunications
Healthcare
E-commerce
Manufacturing
Oil and Gas
Education
Government and Public Sector
Professional Services
Insurance
Retail
Legal
Information Technology
Procurement
Finance
Compliance
Information Security
Risk Management
Operations
Project Management Office
Vendor Management
Software Development
Quality Assurance
Technical Operations
Chief Technology Officer
Chief Information Officer
IT Director
Software Development Manager
Project Manager
Procurement Manager
Legal Counsel
Contract Manager
Compliance Officer
Information Security Officer
Technology Risk Manager
Operations Director
Chief Financial Officer
Technical Program Manager
Vendor Management Officer
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