Software services agreements (T&M)
These contracts regulate the provision of ongoing software development and support services, where those services are provided in whole or part on a time-and-materials basis.
Free software services agreement (T&M)
Get | |
Version | 1.0 |
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First published | 24 Jan 2023 |
Last updated | 24 Jan 2023 |
Word count | 6,619 |
Template pages | 16 |
Software services agreement (T&M, basic)
Buy | |
Version | 1.0 |
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First published | 6 Aug 2022 |
Last updated | 6 Aug 2022 |
Word count | 6,463 |
Template pages | 15 |
Software services agreement (T&M, standard)
Buy | |
Version | 1.0 |
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First published | 6 Aug 2022 |
Last updated | 6 Aug 2022 |
Word count | 12,131 |
Template pages | 27 |
Software services agreement (T&M, premium)
Buy | |
Version | 1.1 |
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First published | 6 Aug 2022 |
Last updated | 22 Sep 2022 |
Word count | 15,852 |
Template pages | 35 |
Compare contents
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.
Software services agreement (T&M, basic) 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.- 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.
- Provider's confidentiality 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.