Software services agreement (T&M, standard)
An agreement covering the B2B provision of software-related development and support services, where: (a) charges are calculated purely on a time-and-material basis; (b) development processes are relatively informal; and (c) the supplier does not give contractual commitments to meet agreed specifications or timetables.
Intellectual property rights in deliverables arising out of the provision of the development services are assigned (in other words, transferred) by the supplier to the customer.
In addition to the clauses in our basic software services agreement, this template includes clauses covering helpdesk provision, support service levels, key personnel, publicity, indemnities, supplier insurance and non-solicitation of personnel.
On the other hand, this template omits certain provisions that are included in the premium software services agreement: those covering resource commitments, party representatives, project management, compliance audits, exit assistance, anti-corruption, anti-slavery, anti-tax evasion and export control.Ask about this document
Software services agreement (T&M, standard) contents
- Definitions: definitions.
- Term: commencement of term; end of term.
Services: standard of services. 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.
- 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.
- 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.
- 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.
- Publicity: limited public disclosures; limited public disclosures by first party; limited public disclosures by second party; 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.
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.
- Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party.
- Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
- Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
- Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
- 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.
- 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. : prompt for identification ofCustomerMaterialsCustomermaterials.
- Financial provisions: financial provisions prompt.
- Contractual notices: prompt for Providercontractual notice address details; prompt forCustomercontractual notice address details.