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Software development, licence, support and maintenance agreement (basic)

This short-form software development agreement incorporates provisions covering the creation of software for a customer and the licensing, support and maintenance of that software. This document is not suitable for use where rights in the software will be assigned to the customer.

Although this is the basic version of the agreement, it is still fairly long, because of the need to cover several different services, and the inherent complexities of dealing with these particular services. If you are, nonetheless, looking for more detail, you should consider the standard and premium versions of this document.

The standard version includes provisions - omitted from this basic version - relating to the testing and acceptance of the software, the incorporation of customer materials into the software, the use of source code, recovery of expenses incurred by the developer (over and above the agreed charges) and indemnification of one or both parties.

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Software development, licence, support and maintenance agreement (basic) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. 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.
  4. 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; software licence prohibitions; security of licensed software; prerequisite software.
  5. Source Code: no licence of source code.
  6. 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.
  7. 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.
  8. Customer
    obligations:
    general second party obligations; access to computer systems.
  9. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  10. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
  11. 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.
  12. Acknowledgements and warranty limitations: software not error free; software not entirely secure; software compatibility is limited; no legal etc advice with software.
  13. 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.
  14. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  15. Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
  16. 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.
  17. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  18. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  19. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  20. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (SOFTWARE DEVELOPMENT AND LICENCE PARTICULARS)

  1. Specification of Software: specification of software prompt.
  2. Timetable: timetable prompt.
  3. Software licence: specification of software licence prompt.
  4. Financial provisions: financial provisions prompt.

SCHEDULE 2 (MAINTENANCE SLA)

  1. Introduction: introduction to maintenance SLA.
  2. 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.
  3. 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)

  1. Introduction: introduction to support SLA.
  2. Helpdesk: helpdesk obligation; purpose of support services helpdesk; access to helpdesk; times of helpdesk availability; all requests for support to go through helpdesk.
  3. 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.
  4. Provision of Support Services: support services to be provided remotely.
  5. Limitations on Support Services: excessive use of support services; specific exceptions to support services; support services and unrelated issues.
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