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A family of Software services agreements (T&M)documentsSoftware 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)

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Version 1.0
First published 24 Jan 2023
Last updated 24 Jan 2023
Word count 6,619
Template pages 16

Software services agreement (T&M, basic)

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Version 1.0
First published 6 Aug 2022
Last updated 6 Aug 2022
Word count 6,463
Template pages 15

Software services agreement (T&M, standard)

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Version 1.0
First published 6 Aug 2022
Last updated 6 Aug 2022
Word count 12,131
Template pages 27

Software services agreement (T&M, premium)

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Version 1.1
First published 6 Aug 2022
Last updated 22 Sep 2022
Word count 15,852
Template pages 35

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Free software services agreement (T&M) contents

  1. Definitions: definitions.
  2. Credit: docular credit; free documents licensing warning.
  3. Term: commencement of term; end of term.
  4. Services: standard of services.
  5. 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.
  6. 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.
  7. 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.
  8. Support Services: support services provision.
  9. Customer
    obligations:     general second party obligations; access to computer systems.
  10. Customer
    Materials    :     supply of
    Customer
    materials; licence of
    Customer
    materials; warranties relating to 
    Customer
    materials.
  11. Charges: obligation to pay charges; time-base charges limitations (T&M only); amounts exclusive of VAT; variation of charges.
  12. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
  13. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
  14. Payments: issue of invoices; time for payment of charges following invoice; payment methods.
  15. Provider
     confidentiality obligations:
    Provider
    confidentiality undertaking (no permitted purpose limitation); disclosure of confidential information by
    Provider
    to certain persons (no permitted purpose); exceptions to
    Provider
    confidentiality obligations; disclosures of
    Customer
    confidential information mandated by law etc;
    Provider
    confidentiality obligations after termination.
  16. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
  17. 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.
  18. 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.
  19. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  20. Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
  21. Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
  22. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  23. 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)

  1. Minimum Term: minimum term prompt.
  2. Services: specification of services prompt.
  3. Customer
    Materials    :     prompt for identification of
    Customer
    materials.
  4. Financial provisions: financial provisions prompt.
  5. Contractual notices: prompt for
    Provider
    contractual notice address details; prompt for
    Customer
    contractual notice address details.

Software services agreement (T&M, basic) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Services: standard of services.
  4. 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.
  5. 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.
  6. 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.
  7. Support Services: support services provision.
  8. Customer
    obligations:     general second party obligations; access to computer systems.
  9. Customer
    Materials    :     supply of
    Customer
    materials; licence of
    Customer
    materials; warranties relating to 
    Customer
    materials.
  10. Charges: obligation to pay charges; time-base charges limitations (T&M only); amounts exclusive of VAT; variation of charges.
  11. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
  12. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
  13. Payments: issue of invoices; time for payment of charges following invoice; payment methods.
  14. Provider
    's confidentiality obligations:
    Provider
    confidentiality undertaking (no permitted purpose limitation); disclosure of confidential information by
    Provider
    to certain persons (no permitted purpose); exceptions to
    Provider
    confidentiality obligations; disclosures of
    Customer
    confidential information mandated by law etc;
    Provider
    confidentiality obligations after termination.
  15. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
  16. 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.
  17. 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.
  18. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  19. Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
  20. Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
  21. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  22. 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)

  1. Minimum Term: minimum term prompt.
  2. Services: specification of services prompt.
  3. Customer
    Materials    :     prompt for identification of
    Customer
    materials.
  4. Financial provisions: financial provisions prompt.
  5. Contractual notices: prompt for
    Provider
    contractual notice address details; prompt for
    Customer
    contractual notice address details.