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Software Development Retainer Agreement
"I need a Software Development Retainer Agreement for my fintech startup to engage a development firm for 20 hours per month, starting January 2025, with special emphasis on data security provisions and source code ownership."
1. Parties: Identification of the service provider and client, including legal entities and contact details
2. Background: Context of the agreement and general purpose of the retainer arrangement
3. Definitions: Key terms used throughout the agreement including technical and legal terminology
4. Services: Detailed description of software development services covered under the retainer
5. Payment Terms: Retainer fee structure, payment schedule, and billing procedures
6. Term and Termination: Duration of agreement and conditions for termination
7. Intellectual Property Rights: Ownership and licensing of developed software and related materials
8. Confidentiality: Protection of confidential information and trade secrets
9. Warranties and Representations: Guarantees and promises made by both parties
10. Limitation of Liability: Limits on liability and exclusions of certain types of damages
11. General Provisions: Standard legal provisions including governing law, notices, and assignment
1. Service Level Agreement: Specific performance metrics and response times for software development services
2. Change Control: Process for managing changes to scope or requirements during the retainer period
3. Data Protection: Specific data handling and privacy requirements for sensitive information
4. Non-Solicitation: Restrictions on hiring or soliciting employees from either party
5. Force Majeure: Provisions for handling circumstances beyond parties' control
1. Schedule A - Scope of Services: Detailed breakdown of development services covered under the retainer
2. Schedule B - Rate Card: Detailed pricing for different types of services and resources
3. Schedule C - Service Level Metrics: Specific performance indicators and measurement criteria
4. Schedule D - Technical Requirements: Detailed technical specifications and requirements
5. Schedule E - Key Personnel: List of key team members and their roles in the project
Authors
Services
Retainer Fee
Deliverables
Acceptance Criteria
Change Request
Confidential Information
Developer Tools
Documentation
Effective Date
Force Majeure
Intellectual Property Rights
Maintenance Services
Material Breach
Project Manager
Service Hours
Service Levels
Software
Source Code
Specifications
Statement of Work
Support Services
Term
Third-Party Materials
Work Product
Development Environment
Testing Environment
Production Environment
User Acceptance Testing
Business Day
Authorized Representatives
Background IP
Developed IP
Response Time
Resolution Time
Security Requirements
Service Credits
Development Methodology
Quality Standards
Acceptance Testing Period
Payment and Fees
Term and Termination
Intellectual Property Rights
Confidentiality
Service Levels
Warranties
Indemnification
Limitation of Liability
Force Majeure
Non-Solicitation
Change Control
Acceptance Testing
Maintenance and Support
Data Protection
Security
Dispute Resolution
Insurance
Compliance with Laws
Assignment
Subcontracting
Notice
Governing Law
Severability
Entire Agreement
Amendment
Time and Materials
Project Management
Quality Assurance
Documentation
Source Code Escrow
Third Party Rights
Audit Rights
Service Credits
Business Continuity
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