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Framework software development agreement (standard)

Our mid-length framework software development will be usually suitable for use in relation to ongoing software development contracts involving SME customers.

Intellectual property rights in software produced under this agreement will be assigned to the customer, rather than licensed (although of course rights in third party software incorporated into the deliverables are treated separately, and licensed rather than assigned).

Consider also the premium version of this document, which includes the kinds of clauses that corporate clients might expect to see in framework software development contract. The extra clauses cover: change control, contract management, party representatives, customer materials incorporated into the software, source code, personal data processing, non-solicitation and export controls.

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Framework software development agreement (standard) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Statements of Work: agreeing statements of work; form of statements of work; termination of statements of work.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. Framework Software: grant of non-expiring 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.
  9. Third Party Materials: licensing of third party materials (software).
  10. Customer
    obligations:
    general second party obligations; access to computer systems.
  11. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  12. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
  13. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
  14. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
  15. 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 delete confidential information following termination; confidentiality obligations after termination.
  16. 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.
  17. Acknowledgements and warranty limitations: software not error free; software not entirely secure; software compatibility is limited; no legal etc advice with software.
  18. 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.
  19. 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.
  20. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  21. Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
  22. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
  23. Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
  24. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  25. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  26. Assignment: assignment by first party; assignment by second party.
  27. No waivers: no unwritten waivers of breach; no continuing waiver.
  28. Severability: severability of whole; severability of parts.
  29. Third party rights: third party rights: benefit; third party rights: exercise of rights.
  30. Variation: variation in writing and signed.
  31. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
  32. Law and jurisdiction: governing law; jurisdiction.
  33. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (FORM OF STATEMENT OF WORK)

  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.
  6. Execution of statement of work preamble; execution of contract by first party (individual, company or partnership); signature line: first; execution of contract by second party (individual, company or partnership); signature line: second.
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