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Master Software Development Agreement
"Need a Master Software Development Agreement for our Singapore-based fintech startup engaging an external development team for a 3-year mobile banking platform project starting January 2025, with specific emphasis on data protection and source code ownership."
1. Parties: Identification of contracting parties with full legal names and addresses
2. Background: Context of the agreement and high-level objectives
3. Definitions: Key terms used throughout the agreement
4. Scope of Services: Detailed description of software development services to be provided
5. Project Management: Processes for project execution, reporting, and governance
6. Intellectual Property Rights: Ownership and licensing of IP created during development
7. Payment Terms: Fees, payment schedule, and invoicing procedures
8. Confidentiality: Protection of confidential information and trade secrets
9. Term and Termination: Duration of agreement and termination provisions
1. Change Control: Process for managing changes to scope or requirements - recommended for complex projects with likely scope changes
2. Service Levels: Performance metrics and service level commitments - recommended when specific performance standards are required
3. Data Protection: PDPA compliance and data handling requirements - required when personal data processing is involved
4. Source Code Escrow: Terms for source code deposit and release - recommended when source code access is critical for business continuity
5. Non-Solicitation: Restrictions on hiring each other's employees - recommended when protecting against staff poaching is important
1. Statement of Work: Detailed technical specifications and deliverables
2. Service Level Agreement: Detailed performance metrics and remedies
3. Price Schedule: Detailed breakdown of fees and payment milestones
4. Change Request Template: Standard form for requesting and documenting changes
5. Security Requirements: Technical and organizational security measures
6. Acceptance Test Criteria: Criteria and procedures for accepting deliverables
Authors
Acceptance Criteria
Applicable Laws
Background IP
Business Day
Change Request
Confidential Information
Deliverables
Development Services
Documentation
Effective Date
Foreground IP
Force Majeure Event
Intellectual Property Rights
Key Personnel
Milestones
Open Source Software
Personal Data
Project
Project Manager
Project Plan
Services
Service Levels
Software
Source Code
Specifications
Statement of Work
Term
Third Party Materials
Updates
User Acceptance Testing
Warranty Period
Work Product
Development Methodology
Project Management
Acceptance Testing
Change Control
Service Levels
Payment Terms
Intellectual Property Rights
Warranties
Confidentiality
Data Protection
Security Requirements
Personnel
Subcontracting
Insurance
Liability Limitations
Indemnification
Force Majeure
Term and Termination
Exit Assistance
Non-Solicitation
Dispute Resolution
Governing Law
Assignment
Notices
Source Code Escrow
Audit Rights
Business Continuity
Compliance with Laws
Anti-Bribery
Entire Agreement
Amendments
Severability
Waiver
Third Party Rights
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