Software development, licence, support and maintenance agreement (standard)
This agreement template has been created for the situation where a developer is producing a software application on behalf of a client, and the developer wishes to license the client to use the software, rather than transfer the intellectual property rights in the software to the client.
This agreement incorporates provisions (including SLAs) governing the provision of both support services and maintenance services.
This document is a trimmed version of our premium software development, licence, support and maintenance agreement. The clauses included in that document, but excluded here, cover such matters as: licence audit, source code escrow, contract management, client system requirements, change control, publicity, data protection, non-solicitation of personnel and export control. If you need a document that covers any of these matters, you should look at the premium version of the agreement, rather than this standard version.
We also publish a basic version of this document, which has the same core content but with many of the optional provisions removed. The removed provisions include those relating to acceptance testing, confidentiality, customer materials, expenses, set up services, source code licensing and indemnities.Ask about this document
Software development, licence, support and maintenance agreement (standard) contents
- Definitions: definitions.
- Term: commencement of term; end of term.
Development Services: obligation to provide development services; timetable for software development and delivery; delays in development services consequent upon second party delays; software development coding standards; keep second party informed of development services progress; availability of software to second party during development. Set Up Services: obligation to provide set up services; set up services timetable; delays in set up services consequent upon second party delays; software set up services and intellectual property rights.
- Acceptance procedure: obligation to carry our acceptance tests; licence to conduct software acceptance tests; assistance with acceptance tests; notification of results of acceptance tests; software deemed to pass acceptance tests; information upon notice of failure to pass acceptance tests; consequences of software acceptance test failure; number of acceptance testing rounds; consequences of acceptance of software.
- Licence: grant of licence to use software; no sub-licensing of software; right to sub-license software; software licence limitations; use of software limited to specified persons; compliance with EULA; software licence prohibitions; security of licensed software; prerequisite software.
- Source Code: no licence of source code.
- Source Code: supply of source code; supply of source code for updates and upgrades; grant of licence to use source code; sub-licensing of rights to use source code; use of source code limited to specified persons; source code licence prohibitions; security of licenced source code.
Maintenance Services: maintenance services provision; standard of maintenance services; maintenance services in accordance with SLA; software updates and upgrades warranty (first party application); software updates and upgrades warranty (second party application); suspension of maintenance services; termination of maintenance services for convenience; discontinuing software maintenance services; consequences of termination of maintenance services. Support Services: support services provision; standard of support services; support services in accordance with SLA; suspension of support services; termination of support services for convenience; consequences of termination of support services.
- Customerobligations: general second party obligations; access to computer systems.
- CustomerMaterials: supply of second party materials; licence of second party materials; warranties relating to second party materials.
- Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
- Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
- Timesheets: obligation to keep timesheets; obligation to supply timesheets.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
- Confidentiality obligations: first party confidentiality undertaking; second party confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to return or destroy confidential information following termination; confidentiality obligations after termination.
- Warranties: first party general warranties; software licence warranties; warranty of legality of software; software intellectual property infringement warranty; breach of software infringement warranty; second party warranty of authority; exclusion of implied warranties and representations.
- Acknowledgements and warranty limitations: software not error free; software not entirely secure; software compatibility is limited; no legal etc advice with software.
- Indemnities: indemnity upon breach: any provision or specified provisions (with definition); conditions upon first party indemnity; indemnity upon breach: any provision or specified provisions (with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
- Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
- Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract (services and licences); software licences on contract termination; software copies on contract termination.
- Notices: contractual notices must be in writing; methods of sending contractual notices to first party; methods of sending contractual notices to second party; contact details for contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
- Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
- Assignment: assignment by first party; assignment by second party.
- No waivers: no unwritten waivers of breach; no continuing waiver.
- Severability: severability of whole; severability of parts.
- Third party rights: third party rights: benefit; third party rights: exercise of rights.
- Variation: variation in writing and signed.
- Entire agreement: entire agreement: documents; no mispresentation; section subject to caveats to limits of liablity.
- Law and jurisdiction: governing law; jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
SCHEDULE 1 (SOFTWARE DEVELOPMENT AND LICENCE PARTICULARS)
- Specification of
Software: specification of software prompt. Set Up Services: specification of software set up services prompt.
- Timetable: timetable prompt.
Softwarelicence: specification of software licence prompt. : second party materials prompt.CustomerMaterials
- Financial provisions: financial provisions prompt.
SCHEDULE 2 (MAINTENANCE SLA)
- Introduction: introduction to maintenance SLA.
Updates: notice of software updates; provision of software updates; application of software updates; provision and application of software updates; consequences of not applying software update. Upgrades: upgrade release roadmap; obligation to release upgrades; notice of software upgrades; provision of software upgrades; application of software upgrades; provision and application of software upgrades; consequences of not applying software upgrade.
SCHEDULE 3 (SUPPORT SLA)
- Introduction: introduction to support SLA.
- Helpdesk: helpdesk obligation; purpose of support services helpdesk; access to helpdesk; times of helpdesk availability; all requests for support to go through helpdesk.
- Response and resolution: software support issue categorisation; allocation of support issue severity categories; support response times; contents of response to support request; support resolution times.
- Provision of
Support Services: support services to be provided remotely.
- Limitations on
Support Services: excessive use of support services; specific exceptions to support services; support services and unrelated issues.
SCHEDULE 4 (EULA)
- EULA add prompt.