Software development agreement (standard)

Software development agreement (standard) contents

1. Definitions: definitions.
2. Term: commencement of term; end of term: indefinite, or software delivered, services completed and payment made.
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. Set Up Services: obligation to provide set up services; set up services timetable; delays in set up services consequent upon
   Customer
   delays; software set up services and intellectual property rights.
5. 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.
6. Assignment: assignment of IPR on acceptance with full title guarantee option; assignment of owned IPR in software on acceptance; assignment for full term of rights; assignment includes right to claim for past infringements.
7. Third Party Materials: licensing of third party materials (software).
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. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
11. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
12. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
13. Confidentiality obligations:
    Developer
    confidentiality undertaking;
    Customer
    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 delete confidential information following termination; confidentiality obligations after termination.
14. Warranties: first party general warranties; software licence warranties; warranty of legality of software and documentation; software and documentation IPR infringement warranty; breach of software infringement warranty; second party warranty of authority; exclusion of implied warranties and representations.
15. Acknowledgements and warranty limitations: software not error free; software not entirely secure; software compatibility is limited; no legal etc advice with software.
16. Indemnities: indemnity (flexible, with definition); conditions upon first party indemnity; indemnity (flexible, with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
17. 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; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
18. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
19. Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
20. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
21. Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
22. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
23. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
24. Assignment: assignment by first party; assignment by second party.
25. No waivers: no unwritten waivers of breach; no continuing waiver.
26. Severability: severability of whole; severability of parts.
27. Third party rights: third party rights: benefit; third party rights: exercise of rights.
28. Variation: variation in writing and signed.
29. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
30. Law and jurisdiction: governing law; jurisdiction.
31. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (SOFTWARE DEVELOPMENT PARTICULARS)

1. Specification of Software: specification of software prompt.
2. Third Party Materials: prompt for identification of third party materials.
3. Set Up Services: specification of software set up services prompt.
4. Timetable: timetable prompt.
5. Financial provisions: financial provisions prompt.