Software services agreement (T&M, standard)

Software services agreement (T&M, standard) contents

1. Definitions: definitions.
2. Term: commencement of term; end of term.
3. Services: standard of services.
4. 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.
5. 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.
6. 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.
7. Support Services: support services provision.
8. Helpdesk: helpdesk obligation; purpose of support services helpdesk; access to helpdesk; times of helpdesk availability; all requests for support to go through helpdesk.
9. 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.
10. Customer
    obligations: general second party obligations; access to computer systems.
11. Customer
    Materials: supply of
    Customer
    materials; licence of
    Customer
    materials; warranties relating to 
    Customer
    materials.
12. 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.
13. Charges: obligation to pay charges; time-base charges limitations (T&M only); amounts exclusive of VAT; variation of charges.
14. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
15. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
16. Payments: issue of invoices; time for payment of charges following invoice; payment methods.
17. 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.
18. Publicity: limited public disclosures; limited public disclosures by first party; limited public disclosures by second party; confidentiality obligations overriding.
19. 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.
20. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
21. Indemnities: indemnity (flexible, with definition); conditions upon first party indemnity; indemnity (flexible, with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
22. 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.
23. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
24. 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.
25. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
26. Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party.
27. Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
28. Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
29. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
30. General: no waiver; severability; variation written and signed; no third party rights; assignment by first party; assignment by second party; entire agreement; governing law; exclusive jurisdiction.
31. 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. Customer
   Materials: prompt for identification of
   Customer
   materials.
4. Financial provisions: financial provisions prompt.
5. Contractual notices: prompt for
   Provider
   contractual notice address details; prompt for
   Customer
   contractual notice address details.