Free software services agreement (T&M)
This software services agreement template has been designed to govern contracts between providers of software-related services and the customers, in particular in circumstances where the services providers will be paid in whole or part on a time-and-materials basis.
The text of this template software services agreement was prepared with the following assumptions in mind: that the supplier will be providing development and/or support services to the customer; and that any IPR generated by the developer in the course of the provision of the development services will be assigned by the customer.
Beyond that, the software agreement is relatively flexible.
The exact scope of the services to be provided may be agreed in writing from time to time during the term of the contract.
Optional provisions in the software services agreement cover: coding standards and quality, progress reporting by the services provider, ongoing customer access to code, the use and licensing of third party materials, the provision and licensing of customer materials, expenses incurred by the provider, and provider personnel timesheets.
Framework and boilerplate clauses - such as warranties, limitations of liability, term and termination provisions, contractual notice requirements and subcontracting limitations - are also included.Ask about this document
Free software services agreement (T&M) contents
- Definitions: definitions.
- Credit: docular credit; free documents licensing warning.
- 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.
- Customerobligations: general second party obligations; access to computer systems.
: supply ofCustomerMaterialsCustomermaterials; licence ofCustomermaterials; warranties relating toCustomermaterials.
- 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.
- Providerconfidentiality obligations:Providerconfidentiality undertaking (no permitted purpose limitation); disclosure of confidential information byProviderto certain persons (no permitted purpose); exceptions toProviderconfidentiality obligations; disclosures ofCustomerconfidential information mandated by law etc;Providerconfidentiality obligations after termination.
- Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
- 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.
- 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.
- 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.
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.