Software development and maintenance agreement (premium)

Software development and maintenance agreement (premium) 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. 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 IP: 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. Framework Software: grant of licence to use framework software; no sub-licensing of framework software; right to sub-license framework software; use of framework software limited to specified persons; framework software licence prohibitions; security of licensed framework software.
8. Source Code of Framework Software: no licence of source code of framework software (excluding escrow).
9. Escrow of Source Code of Framework Software: parties to enter into escrow agreement (framework software); all reasonable endeavours in relation to escrow agreement; form of escrow agreement.
10. Third Party Materials: licensing of third party materials (software).
11. Maintenance Services: software maintenance services provision (from delivery); standard of maintenance services; maintenance services in accordance with SLA; updates warranty (first party application); updates warranty (second party application); suspension of maintenance services; termination of maintenance services for convenience; consequences of termination of maintenance services; assignment of intellectual property rights in update; software includes updates.
12. Additional Development Services: parties may agree additional development services; matters to be agreed relating to additional development services; standard of additional development services.
13. Customer
    obligations: general second party obligations; access to computer systems.
14. Customer
    Materials: supply of
    Customer
    materials; licence of
    Customer
    materials; warranties relating to 
    Customer
    materials.
15. Representatives: instructions given by first party representatives; instructions given by second party representatives.
16. Management: management meetings; notice to be given when requesting management meeting; attendance of representatives at management meetings.
17. Change control: application of section to change requests; request changes at any time; change control notice to be in designated form; actions upon receipt of a change control notice; changes only take effect upon agreement of CCN.
18. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
19. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
20. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
21. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
22. 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.
23. Publicity: limited public disclosures; limited public disclosures by 
    Developer
    ; limited public disclosures by
    Customer
    ; confidentiality obligations overriding.
24. Data protection: compliance with data protection laws; warranty of
    Customer
    's right to disclose personal data (GDPR); details of personal data processed by 
    the Developer
     (GDPR); purposes of processing of personal data by 
    the Developer
     (GDPR); duration of personal data processing by
    Developer
    (GDPR); personal data processed by
    Developer
    on instructions (GDPR); authorised international transfers of personal data (GDPR); informing 
    Customer
     of illegal instructions (GDPR); personal data processed by
    Developer
    as required by law (GDPR); confidentiality obligations on
    Developer
     persons processing personal data (GDPR); security of personal data processed by 
    Developer
     (GDPR); appointment of sub-processor by
    Developer
    (GDPR); authorisation for
    Developer
    to appoint sub-processors (GDPR);
    Developer
     to assist with exercise of data subject rights (GDPR);
    Developer
     to assist with compliance (GDPR); obligation to notify 
    Customer
    of personal data breach (GDPR);
    Developer
     to provide data protection compliance information (GDPR); deletion of personal data by 
    Developer
     (GDPR);
    Developer
     to allow audit (GDPR); changes to data protection law.
25. 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.
26. Acknowledgements and warranty limitations: software not error free; software not entirely secure; software compatibility is limited; no legal etc advice with software.
27. Indemnities: indemnity (flexible, with definition); conditions upon first party indemnity; indemnity (flexible, with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
28. 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.
29. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
30. Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
31. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
32. Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party.
33. Notices: contractual notices must be in writing; methods of sending contractual notices; contact details for contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
34. Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
35. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
36. Assignment: assignment by first party; assignment by second party.
37. No waivers: no unwritten waivers of breach; no continuing waiver.
38. Severability: severability of whole; severability of parts.
39. Third party rights: third party rights: benefit; third party rights: exercise of rights.
40. Variation: variation in writing and signed, subject to change control.
41. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
42. Export control: application of export laws; compliance with export laws; specific export control compliance obligations.
43. Law and jurisdiction: governing law; jurisdiction.
44. 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. Customer
   Materials: second party materials prompt.
6. Financial provisions: financial provisions prompt.
7. Representatives: first party representatives; second party representatives.

SCHEDULE 2 (MAINTENANCE SLA)

1. Introduction: introduction to maintenance SLA.
2. Updates: obligation to create software 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.

SCHEDULE 3 (FORM OF CCN)

1. Introduction: title of change; change control notice number; change proposor; date of change control notice; summary of proposed change.
2. Change details: insert details of change.
3. Impact of Change: impact upon resources; impact upon timetable; impact upon charges; other effects of proposed change.
4. Agreement to Change: acceptance of change by signature; form of signature block for first party; form of signature block for second party.

SCHEDULE 4 (FORM OF ESCROW AGREEMENT)

Add escrow agreement prompt.

SCHEDULE 5 (DATA PROCESSING INFORMATION)

1. Categories of data subject: prompt for categories of data subject.
2. Types of Personal Data: prompt for types of personal data.
3. Purposes of processing: prompt for personal data processing purposes.
4. Security measures for Personal Data: prompt for security measures for personal data.
5. Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.