Software development, licence, support and maintenance agreement (premium)

Software development, licence, support and maintenance agreement (premium) contents

1. Definitions: definitions.
2. Term: commencement of term; end of term.
3. 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.
4. 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.
5. 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.
6. Licence: grant of licence to use software; no sub-licensing of software; right to sub-license software; software licence limitations; use of software limited to specified persons; compliance with EULA; software licence prohibitions; security of licensed software; prerequisite software.
7. Source Code: supply of source code; supply of source code for updates and upgrades; grant of licence to use source code; sub-licensing of rights to use source code; use of source code limited to specified persons; source code licence prohibitions; security of licenced source code.
8. Source Code: no licence of source code (excluding escrow).
9. Licence audit: right to audit licences; notice of audit; cooperation in relation to audit; costs of licence audit; limits on audit right.
10. Escrow: parties to enter into escrow agreement; all reasonable endeavours in relation to escrow agreement; form of escrow agreement.
11. Maintenance Services: maintenance services provision; standard of maintenance services; maintenance services in accordance with SLA; software updates and upgrades warranty (first party application); software updates and upgrades warranty (second party application); suspension of maintenance services; termination of maintenance services for convenience; discontinuing software maintenance services; consequences of termination of maintenance services.
12. 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.
13. Additional Development Services: parties may agree additional development services; matters to be agreed relating to additional development services; standard of additional development services.
14. Customer
    obligations: general second party obligations; access to computer systems.
15. Customer
    Systems: compliance of second party computer systems.
16. Customer
    Materials: supply of
    Customer
    materials; licence of
    Customer
    materials; warranties relating to 
    Customer
    materials.
17. Representatives: instructions given by first party representatives; instructions given by second party representatives.
18. Management: management meetings; notice to be given when requesting management meeting; attendance of representatives at management meetings.
19. 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.
20. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
21. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
22. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
23. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
24. 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.
25. Publicity: limited public disclosures; limited public disclosures by 
    Developer
    ; limited public disclosures by
    Customer
    ; confidentiality obligations overriding.
26. 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.
27. Warranties: first party general warranties; software licence warranties; warranty of legality of software; software intellectual property infringement warranty; breach of software infringement warranty; second party warranty of authority; exclusion of implied warranties and representations.
28. Acknowledgements and warranty limitations: software not error free; software not entirely secure; software compatibility is limited; no legal etc advice with software.
29. Indemnities: indemnity (flexible, with definition); conditions upon first party indemnity; indemnity (flexible, with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
30. 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 or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
31. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
32. Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
33. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract (services and licences); software licences on contract termination; software copies on contract termination.
34. Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party.
35. 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.
36. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
37. Assignment: assignment by first party; assignment by second party.
38. No waivers: no unwritten waivers of breach; no continuing waiver.
39. Severability: severability of whole; severability of parts.
40. Third party rights: third party rights: benefit; third party rights: exercise of rights.
41. Variation: variation in writing and signed, subject to change control.
42. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
43. Export control: application of export laws; compliance with export laws; specific export control compliance obligations.
44. Law and jurisdiction: governing law; jurisdiction.
45. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (SOFTWARE DEVELOPMENT AND LICENCE PARTICULARS)

1. Specification of Software: specification of software prompt.
2. Set Up Services: specification of software set up services prompt.
3. Timetable: timetable prompt.
4. Software licence: specification of software licence prompt.
5. Customer
   Systems: prompt for identification of customer system requirements.
6. Customer
   Materials: second party materials prompt.
7. Financial provisions: financial provisions prompt.
8. Representatives: first party representatives; second party representatives.

SCHEDULE 2 (MAINTENANCE SLA)

1. Introduction: introduction to maintenance SLA.
2. Updates: notice of software updates; provision of software updates; application of software updates; provision and application of software updates; consequences of not applying software update.
3. Upgrades: upgrade release roadmap; obligation to release upgrades; notice of software upgrades; provision of software upgrades; application of software upgrades; provision and application of software upgrades; consequences of not applying software upgrade.

SCHEDULE 3 (SUPPORT SLA)

1. Introduction: introduction to support SLA.
2. Helpdesk: helpdesk obligation; purpose of support services helpdesk; access to helpdesk; times of helpdesk availability; all requests for support to go through helpdesk.
3. 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.
4. Provision of Support Services: support services to be provided remotely.
5. Limitations on Support Services: excessive use of support services; specific exceptions to support services; support services and unrelated issues.

SCHEDULE 4 (EULA)

EULA add prompt.

SCHEDULE 5 (FORM OF CCN)

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

SCHEDULE 6 (FORM OF ESCROW AGREEMENT)

Add escrow agreement prompt.

SCHEDULE 7 (DATA PROCESSING INFORMATION)

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