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Software Development Agreement Between Two Companies
"I need a Software Development Agreement Between Two Companies for a mobile banking app development project with a value of SGD 2.5 million, to be delivered in three phases starting March 2025, with specific provisions for source code ownership and data security compliance for the financial sector in Singapore."
1. Parties: Identifies the contracting parties with full legal names and registered addresses
2. Background/Recitals: Sets out the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Services: Detailed description of software development services to be provided
5. Project Timeline and Deliverables: Specific milestones, deadlines, and deliverables
6. Payment Terms: Pricing, payment schedule, and invoicing procedures
7. Intellectual Property Rights: Ownership and licensing of developed software and pre-existing IP
8. Confidentiality: Protection of confidential information and trade secrets
9. Term and Termination: Duration of agreement and termination provisions
1. Change Management: Process for handling change requests - recommended for complex projects with likelihood of scope changes
2. Source Code Escrow: Provisions for source code safekeeping - recommended when client requires access to source code under specific conditions
3. Data Protection: PDPA compliance and data handling procedures - required when personal data processing is involved
4. Service Level Agreement: Performance metrics and support requirements - recommended when ongoing maintenance is part of the agreement
5. Insurance: Required insurance coverage - recommended for high-value or high-risk projects
1. Project Specifications: Detailed technical requirements and specifications
2. Acceptance Criteria: Specific criteria for accepting deliverables
3. Rate Card: Detailed breakdown of costs and rates
4. Project Team: Key personnel and their roles
5. Service Level Requirements: Detailed performance metrics and support requirements
6. Change Request Template: Standard form for requesting changes to scope
Authors
Acceptance Criteria
Acceptance Tests
Background IP
Business Day
Change Request
Client Materials
Confidential Information
Deliverables
Developer Materials
Development Services
Documentation
Effective Date
Final Acceptance
Foreground IP
Intellectual Property Rights
Milestone
Personal Data
Project
Project Manager
Project Plan
Project Specifications
Services
Service Levels
Software
Source Code
Specifications
Technical Requirements
Term
Third Party Materials
Updates
User Acceptance Testing
Warranty Period
Work Product
Services and Deliverables
Project Management
Client Obligations
Developer Obligations
Change Control
Testing and Acceptance
Fees and Payment
Intellectual Property Rights
Data Protection
Confidentiality
Warranties and Representations
Liability and Indemnification
Force Majeure
Term and Termination
Exit Management
Non-Solicitation
Dispute Resolution
Governing Law
Assignment and Subcontracting
Service Levels
Source Code Escrow
Audit Rights
Insurance
Business Continuity
Documentation
Maintenance and Support
Security Requirements
Notices
General Provisions
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