Software services agreement (T&M, premium)

Software services agreement (T&M, premium) contents

1. Definitions: definitions.
2. Term: commencement of term; end of term.
3. Services: standard of services.
4. Resources Commitment:
   Customer
    resources commitment;
   Provider
    resources commitment; variation of resources commitment; carry forward of resources commitment; charges .
5. Development Services: obligation to provide development services; timetable for development services and development deliverables; delays in development services consequent upon second party delays; development deliverables coding standards; keep second party informed of development services progress; availability of development deliverables to second party.
6. Assignment of rights: assignment of IPR in development deliverables with full title guarantee option; assignment for full term of rights; assignment includes right to claim for past infringements.
7. Third Party Materials: third party materials in development deliverables; third party materials in development deliverables; licensing of third party materials (development deliverables); log of third party materials in development deliverables.
8. Support Services: support services provision.
9. Helpdesk: helpdesk obligation; purpose of support services helpdesk; access to helpdesk; times of helpdesk availability; all requests for support to go through helpdesk.
10. 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.
11. Provision of Support Services: IT support services to be provided remotely where practicable.
12. Customer
    obligations: general second party obligations; access to computer systems.
13. Customer
    Materials: supply of
    Customer
    materials; licence of
    Customer
    materials; warranties relating to 
    Customer
    materials.
14. Key Persons: key persons to perform all services; key persons to perform defined services; prohibition on removal or replacement of key person; Temporary replacement of key person by
    the Provider
    ; Removal or replacement of key person with consent; Removal and replacement of key person by
    Provider
     upon necessity; Removal of key person at request of
    Customer
    ; procedure for replacement of key persons; Section does not limit obligations to provide services.
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. Charges: obligation to pay charges; time-base charges limitations (T&M only); amounts exclusive of VAT; variation of charges.
18. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
19. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
20. Payments: issue of invoices; time for payment of charges following invoice; payment methods.
21. Compliance audit: right to audit compliance; notice of audit; cooperation in relation to audit; costs of licence audit; limits on audit right.
22. Confidentiality obligations:
    Provider
    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 
    Provider
    ; 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 and purposes of processing by 
    the Provider
     (GDPR); duration of personal data processing by
    Provider
    (GDPR); personal data processed by
    Provider
    on instructions (GDPR); authorised international transfers of personal data (GDPR); informing 
    Customer
     of illegal instructions (GDPR); personal data processed by
    Provider
    as required by law (GDPR); confidentiality obligations on
    Provider
     persons processing personal data (GDPR); security of personal data processed by 
    Provider
     (GDPR); appointment of sub-processor by
    Provider
    (GDPR); authorisation for
    Provider
    to appoint sub-processors (GDPR);
    Provider
     to assist with exercise of data subject rights (GDPR);
    Provider
     to assist with compliance (GDPR); obligation to notify 
    Customer
    of personal data breach (GDPR);
    Provider
     to provide data protection compliance information (GDPR); deletion of personal data by 
    Provider
     (GDPR);
    Provider
     to allow audit (GDPR); changes to data protection law.
25. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
26. Indemnities: indemnity (flexible, with definition); conditions upon first party indemnity; indemnity (flexible, with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
27. 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.
28. Provider
     insurance: obligation to arrange and maintain insurance; types and amounts of insurance cover; period of insurance cover; insurance company requirements; obligation to provide insurance documentation; insurance and subcontractors.
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 (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment; termination on change of control.
31. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
32. Exit Assistance: right to exit assistance; exist assistance and basis of termination; period for provision of exit assistance; manner of provision of exit assistance;
    Customer
     cooperation for exit assistance; charges for exit assistance; exclusions from exit assistance;
    Agreement
     in force for exit assistance.
33. Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party.
34. Anti-corruption: mutual assurance of compliance with anti-corruption laws; mutual obligation to notify anti-corruption law breaches;
    Provider
     anti-corruption obligations for associated persons; parties to maintain books and records relating to payments and benefits;
    Provider
     to comply with 
    Customer
     anti-corruption policy;
    Provider
     to maintain anti-corruption policies; mutual co-operation with anti-corruption exercises; document does not prevent of reporting anti-corruption breaches; breach of section constitutes material breach.
35. Anti-slavery: mutual assurance of compliance with anti-slavery laws;
    Provider
     anti-slavery obligations for associated persons;
    Provider
     to comply with 
    Customer
     anti-slavery policy;
    Provider
     to maintain anti-slavery policies; breach of section constitutes material breach.
36. Anti-tax evasion: mutual assurance of compliance with anti-tax evasion laws;
    Provider
     anti-tax evasion obligations for associated persons;
    Provider
     to comply with 
    Customer
     anti-tax evasion policy;
    Provider
     to maintain anti-tax evasion policies; breach of section constitutes material breach.
37. Export control: application of export laws; compliance with export laws; specific export control compliance obligations.
38. TUPE not applicable: TUPE not applicable.
39. Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
40. Notices: section applies to all contractual notices; contractual notices must be in writing; methods of sending contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
41. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
42. Assignment: assignment by first party; assignment by second party.
43. No waivers: no unwritten waivers of breach; no continuing waiver.
44. Severability: severability of whole; severability of parts.
45. Third party rights: third party rights: benefit; third party rights: exercise of rights.
46. Variation: variation in writing and signed.
47. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
48. Law and jurisdiction: governing law; jurisdiction.
49. Interpretation: statutory references; section headings not affecting interpretation; no ejusdem generis.

SCHEDULE 1 (CONTRACT PARTICULARS)

1. Minimum Term: minimum term prompt.
2. Services: specification of services prompt.
3. Resources Commitment: resources commitment prompts.
4. Customer
   Materials: prompt for identification of
   Customer
   materials.
5. Financial provisions: financial provisions prompt.
6. Representatives: first party representatives; second party representatives.
7. Contractual notices: prompt for
   Provider
   contractual notice address details; prompt for
   Customer
   contractual notice address details.