Custom framework software development and support agreement

This is a framework agreement designed to cover the development of software. It may be used where the parties wish to enter into an over-arching contractual framework, within which they will agree particular orders for software development services.

In this agreement, the details of those orders - including the software specification, timetable and payment amounts - will be set out in a statement of work. A "form of statement of work" is included as a schedule to this agreement.

Note: the agreement assumes that the copyright in the software produced by the developer will be transferred to the customer, although the developer may retain copyright in framework code, and third party software is carved-out from the assignment.

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Custom framework software development and support agreement contents

Definitions: definitions.
Term: commencement of term; end of term.
Statements of Work: agreeing statements of work; form of statements of work; termination of statements of work.
Resources Commitment:
Customer
resources commitment;
Developer
resources commitment; variation of resources commitment; carry forward of resources commitment; charges .
Support Services: support services provision; standard of support services; support services in accordance with SLA; suspension of support services; termination of support services for convenience; consequences of termination of support services.
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.
Set Up Services: obligation to provide set up services; set up services timetable; delays in set up services consequent upon
Customer
delays; software set up services and intellectual property rights.
Acceptance procedure: obligation to carry our acceptance tests; licence to conduct software acceptance tests; assistance with acceptance tests; notification of results of acceptance tests; software deemed to pass acceptance tests; information upon notice of failure to pass acceptance tests; consequences of software acceptance test failure; number of acceptance testing rounds; consequences of acceptance of software.
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.
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.
Source Code of Framework Software: no licence of source code of framework software (excluding escrow).
Third Party Materials: licensing of third party materials (software).
Customer
obligations: general second party obligations; access to computer systems.
Customer
Materials: supply of
Customer
materials; licence of
Customer
materials; warranties relating to
Customer
materials.
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.
Change control: application of section to change requests; request changes at any time; change control notice to be in designated form; actions upon receipt of a change control notice; changes only take effect upon agreement of CCN.
Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or 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; interest on late payments; interest on late payments.
Non-solicitation: restrictions on
Developer
: non-solicitation restrictions period; non-solicitation restrictions on first party; non-solicitation restrictions on affiliates; restrictions in section are reasonable; general exception to non-solicitation restrictions.
Confidentiality obligations:
Developer
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.
Publicity: limited public disclosures; limited public disclosures by
Developer
; limited public disclosures by
Customer
; confidentiality obligations overriding.
Data protection: compliance with data protection laws; warranty of
Customer
's right to disclose personal data (GDPR); details of personal data processed by
the Developer
(GDPR); purposes of processing of personal data by
the Developer
(GDPR); duration of personal data processing by
Developer
(GDPR); personal data processed by
Developer
on instructions (GDPR); authorised international transfers of personal data (GDPR); informing
Customer
of illegal instructions (GDPR); personal data processed by
Developer
as required by law (GDPR); confidentiality obligations on
Developer
persons processing personal data (GDPR); security of personal data processed by
Developer
(GDPR); appointment of sub-processor by
Developer
(GDPR); authorisation for
Developer
to appoint sub-processors (GDPR);
Developer
to assist with exercise of data subject rights (GDPR);
Developer
to assist with compliance (GDPR); obligation to notify
Customer
of personal data breach (GDPR);
Developer
to provide data protection compliance information (GDPR); deletion of personal data by
Developer
(GDPR);
Developer
to allow audit (GDPR); changes to data protection law.
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.
Acknowledgements and warranty limitations: software not error free; software not entirely secure; software compatibility is limited; no legal etc advice with software.
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 by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
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.
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 of sending contractual notices; contact details for 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, subject to change control.
Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
Export control: application of export laws; compliance with export laws; specific export control compliance obligations.
Law and jurisdiction: governing law; jurisdiction.
Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (REPRESENTATIVES)

Representatives: first party representatives; second party representatives.

SCHEDULE 2 (SUPPORT SLA)

Introduction: introduction to support SLA.
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: support services to be provided remotely.
Limitations on Support Services: excessive use of support services; specific exceptions to support services; support services and unrelated issues.

SCHEDULE 3 (FORM OF STATEMENT OF WORK)

Specification of Software: specification of software prompt.
Third Party Materials: prompt for identification of third party materials.
Set Up Services: specification of software set up services prompt.
Timetable: timetable prompt.
Customer
Materials: second party materials prompt.
Financial provisions: financial provisions prompt.

Developer

Customer

SCHEDULE 4 (FORM OF CCN)

Introduction: title of change; change control notice number; change proposor; date of change control notice; summary of proposed change.
Change details: insert details of change.
Impact of Change: impact upon resources; impact upon timetable; impact upon charges; other effects of proposed change.
Agreement to Change: acceptance of change by signature; form of signature block for first party; form of signature block for second party.

SCHEDULE 5 (DATA PROCESSING INFORMATION)

Categories of data subject: prompt for categories of data subject.
Types of Personal Data: prompt for types of personal data.
Purposes of processing: prompt for personal data processing purposes.
Security measures for Personal Data: prompt for security measures for personal data.
Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.

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Version	.
First published
Law	English law and EU law
Language	English (UK)
^†Word count	16,857
^†Template pages	39

† These figures are approximations.

IT law Software development Agreement Framework agreement

Framework software development agreements

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