Software services agreement (T&M, premium)
This is a long-form software services agreement designed to regulate the provision of B2B software-related services on a time-and-materials basis.
The core clauses of the agreement cover the provision of software development services and software support services, customer cooperation requirements, and time-based charges and payments.
Data- and information-related clauses protect confidential information, aid with UK and EU law data protection compliance, and regulate the parties' publicity activities relating to the contract.
The software services agreement includes a range of optional clauses, which can easily be omitted if not needed. These optional clauses include: (a) resource provision / purchase commitments; (b) customer protection with respect to key personnel; (c) party representative appointments; (d) contract management mechanisms; (e) change control procedures; (f) rules on expenses and timesheets; and (g) compliance and compliance audits.
Finally, there is all the usual boilerplate controlling contract term and termination, warranties, indemnities, limitations of liability, etc.
This agreement template is an alternative to our development services agreement templates.
In principle, the software services agreement may be used in connection with agile development services, but it is not an agile contract in the sense that it does not attach contractual commitments to any particular elements of agile development methodologies.
Equally, the agreement could be used in relation to a more traditional software development arrangement - but it does not provide contractual commitments with respect to the specific structure or functionality of the software; nor does it provide for user acceptance testing.
In some ways, this template is similar to our premium consultancy agreement, inasmuch as it makes relatively few assumptions about the nature of the services to be provided or the deliverables that may result from those services.Ask about this document
Software services agreement (T&M, premium) contents
- Definitions: definitions.
- Term: commencement of term; end of term.
Services: standard of services. Resources Commitment:Customerresources commitment;Providerresources commitment; variation of resources commitment; carry forward of resources commitment; charges . 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.
- 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.
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. Support Services: support services provision.
- Helpdesk: helpdesk obligation; purpose of support services helpdesk; access to helpdesk; times of helpdesk availability; all requests for support to go through helpdesk.
- 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.
- Provision of
Support Services: IT support services to be provided remotely where practicable.
- Customerobligations: general second party obligations; access to computer systems.
: supply ofCustomerMaterialsCustomermaterials; licence ofCustomermaterials; warranties relating toCustomermaterials. 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 bythe Provider; Removal or replacement of key person with consent; Removal and replacement of key person byProviderupon necessity; Removal of key person at request ofCustomer; procedure for replacement of key persons; Section does not limit obligations to provide services.
- Representatives: instructions given by first party representatives; instructions given by second party representatives.
- Management: management meetings; notice to be given when requesting management meeting; attendance of representatives at management meetings.
- Charges: obligation to pay charges; time-base charges limitations (T&M only); amounts exclusive of VAT; variation of charges.
- Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
- Timesheets: obligation to keep timesheets; obligation to supply timesheets.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods.
- Compliance audit: right to audit compliance; notice of audit; cooperation in relation to audit; costs of licence audit; limits on audit right.
- Confidentiality obligations: Providerconfidentiality undertaking;Customerconfidentiality 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.
- Publicity: limited public disclosures; limited public disclosures by Provider; limited public disclosures byCustomer; confidentiality obligations overriding.
- 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 bythe Provider(GDPR); duration of personal data processing byProvider(GDPR); personal data processed byProvideron instructions (GDPR); authorised international transfers of personal data (GDPR); informingCustomerof illegal instructions (GDPR); personal data processed byProvideras required by law (GDPR); confidentiality obligations onProviderpersons processing personal data (GDPR); security of personal data processed byProvider(GDPR); appointment of sub-processor byProvider(GDPR); authorisation forProviderto appoint sub-processors (GDPR);Providerto assist with exercise of data subject rights (GDPR);Providerto assist with compliance (GDPR); obligation to notifyCustomerof personal data breach (GDPR);Providerto provide data protection compliance information (GDPR); deletion of personal data byProvider(GDPR);Providerto allow audit (GDPR); changes to data protection law.
- Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
- Indemnities: indemnity (flexible, with definition); conditions upon first party indemnity; indemnity (flexible, with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
- 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.
- Providerinsurance: 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.
Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
- 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.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
Exit Assistance: right to exit assistance; exist assistance and basis of termination; period for provision of exit assistance; manner of provision of exit assistance;Customercooperation for exit assistance; charges for exit assistance; exclusions from exit assistance;Agreementin force for exit assistance.
- Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party.
- Anti-corruption: mutual assurance of compliance with anti-corruption laws; mutual obligation to notify anti-corruption law breaches; Provideranti-corruption obligations for associated persons; parties to maintain books and records relating to payments and benefits;Providerto comply withCustomeranti-corruption policy;Providerto 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.
- Anti-slavery: mutual assurance of compliance with anti-slavery laws; Provideranti-slavery obligations for associated persons;Providerto comply withCustomeranti-slavery policy;Providerto maintain anti-slavery policies; breach of section constitutes material breach.
- Anti-tax evasion: mutual assurance of compliance with anti-tax evasion laws; Provideranti-tax evasion obligations for associated persons;Providerto comply withCustomeranti-tax evasion policy;Providerto maintain anti-tax evasion policies; breach of section constitutes material breach.
- Export control: application of export laws; compliance with export laws; specific export control compliance obligations.
- TUPE not applicable: TUPE not applicable.
- Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
- 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.
- Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
- Assignment: assignment by first party; assignment by second party.
- No waivers: no unwritten waivers of breach; no continuing waiver.
- Severability: severability of whole; severability of parts.
- Third party rights: third party rights: benefit; third party rights: exercise of rights.
- Variation: variation in writing and signed.
- Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
- Law and jurisdiction: governing law; jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; no ejusdem generis.
SCHEDULE 1 (CONTRACT PARTICULARS)
Minimum Term: minimum term prompt. Services: specification of services prompt. Resources Commitment: resources commitment prompts. : prompt for identification ofCustomerMaterialsCustomermaterials.
- Financial provisions: financial provisions prompt.
- Representatives: first party representatives; second party representatives.
- Contractual notices: prompt for Providercontractual notice address details; prompt forCustomercontractual notice address details.