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Framework software development agreement (basic)

This is the shortest and simplest variant of our framework software development agreement. As the name suggests, it may be used to regulate an ongoing relationship between a software developer and a customer, allowing them to enter into particular orders without reconsidering or renegotiating the legal framework under which the services are provided.

This document assumes that rights in the software will be assigned to the customer, rather than licensed.

You should also consider the standard version of this agreement. Use the standard version if you need clauses covering any of the following matters: acceptance testing, set-up services, timesheets, expenses, confidentiality, subcontracting or further assurance (in relation to the assignment of rights).

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Framework software development agreement (basic) 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. 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.
  6. 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.
  7. Third Party Materials: licensing of third party materials (software).
  8. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  9. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
  10. 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.
  11. Acknowledgements and warranty limitations: software not error free; software not entirely secure; software compatibility is limited; no legal etc advice with software.
  12. 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.
  13. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  14. Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
  15. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
  16. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  17. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.

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. Timetable: timetable prompt.
  4. Financial provisions: financial provisions prompt.
  5. 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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