Software development and maintenance agreements
Combining contract clauses concerning the creation and assignment of rights in software with clauses concerning the maintenance of software, these two-in-one agreements help you to limit the number of legal documents you need to sign.
Software development and maintenance agreement (basic)
Buy | |
Version | 1.4 |
---|---|
First published | 1 Sep 2016 |
Last updated | 31 Jan 2023 |
Word count | 6,442 |
Template pages | 15 |
Software development and maintenance agreement (standard)
Buy | |
Version | 2.3 |
---|---|
First published | 1 Sep 2016 |
Last updated | 31 Jan 2023 |
Word count | 10,164 |
Template pages | 25 |
Software development and maintenance agreement (premium)
Buy | |
Version | 2.4 |
---|---|
First published | 1 Sep 2016 |
Last updated | 31 Jan 2023 |
Word count | 15,837 |
Template pages | 37 |
Compare contents
Software development and maintenance agreement (basic) contents
- Definitions: definitions.
- Term: commencement of term; end of term.
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.- Assignment: assignment of IPR on delivery with full title guarantee option; assignment of owned IPR in software on delivery; assignment for full term of rights; assignment includes right to claim for past infringements.
Third Party Materials : licensing of third party materials (software).Maintenance Services : software maintenance services provision (from delivery); standard of maintenance services; updates warranty (first party application); updates warranty (second party application); suspension of maintenance services; termination of maintenance services for convenience; consequences of termination of maintenance services; assignment of intellectual property rights in update; software includes updates.- Customerobligations: general second party obligations.
- Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
- 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.
- 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.
- Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
- Notices: methods and deemed receipt of contractual notices; contact details for 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 assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
SCHEDULE 1 (SOFTWARE DEVELOPMENT PARTICULARS)
- Specification of
Software : specification of software prompt. Third Party Materials : prompt for identification of third party materials.- Timetable: timetable prompt.
- Financial provisions: financial provisions prompt.
Software development and maintenance agreement (standard) contents
- Definitions: definitions.
- Term: commencement of term; end of term.
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 uponCustomerdelays; 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: 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.
Third Party Materials : licensing of third party materials (software).Maintenance Services : software maintenance services provision (from delivery); standard of maintenance services; maintenance services in accordance with SLA; updates warranty (first party application); updates warranty (second party application); suspension of maintenance services; termination of maintenance services for convenience; consequences of termination of maintenance services; assignment of intellectual property rights in update; software includes updates.- Customerobligations: general second party obligations; access to computer systems.
- 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.
- Confidentiality obligations: Developerconfidentiality undertaking;Customerconfidentiality 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.
- 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.
- Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
- Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for 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.
- Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
- Law and jurisdiction: governing law; jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
SCHEDULE 1 (SOFTWARE DEVELOPMENT PARTICULARS)
- 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.
- Financial provisions: financial provisions prompt.
SCHEDULE 2 (MAINTENANCE SLA)
- Introduction: introduction to maintenance SLA.
Updates : obligation to create software 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.