Framework software development agreement

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A framework under which the parties may agree particular orders for the development of software.


Each of the variants of this agreement provides a legal framework for the development of software by one company or person on behalf of another. The agreements are structured so that, after execution, the parties can agree particular statements of work with respect to particular software development projects.

A skeleton statement of work which is included as a schedule to each agreement. The skeleton prompts the provision of the key information with respect to each project, such as fees, timetable and software specification.

Under each variant of this agreement, the copyright in the software will be assigned to the client. In other words, the client will become the legal owner of that copyright. However, the developer may opt to maintain copyright in framework code, and third party software is of course excluded from the assignment, and subject to a licence.

  1. Definitions
  2. Term
  3. Statements of Work
  4. Development Services
  5. Set Up Services (standard and premium versions only)
  6. Acceptance procedure (standard and premium versions only)
  7. Assignment
  8. Framework Software
  9. Source Code of Framework Software (premium version only)
  10. Escrow of Source Code of Framework Software (premium version only)
  11. Third Party Materials
  12. Customer obligations (standard and premium versions only)
  13. Customer Materials (premium version only)
  14. Representatives (premium version only)
  15. Management (premium version only)
  16. Change control (premium version only)
  17. Charges
  18. Expenses (standard and premium versions only)
  19. Timesheets (standard and premium versions only)
  20. Payments
  21. Non-solicitation: restrictions on Developer (premium version only)
  22. Confidentiality obligations (standard and premium versions only)
  23. Publicity (premium version only)
  24. Data protection (premium version only)
  25. Warranties
  26. Acknowledgements and warranty limitations
  27. Indemnities (standard and premium versions only)
  28. Limitations and exclusions of liability
  29. Force Majeure Event
  30. Termination
  31. Effects of termination
  32. Notices
  33. Further assurance (standard and premium versions only)
  34. Subcontracting (standard and premium versions only)
  35. Assignment (standard and premium versions only)
  36. No waivers (standard and premium versions only)
  37. Severability (standard and premium versions only)
  38. Third party rights (standard and premium versions only)
  39. Variation (standard and premium versions only)
  40. Entire agreement (standard and premium versions only)
  41. Export control (premium version only)
  42. Law and jurisdiction (standard and premium versions only)
  43. Interpretation (standard and premium versions only)
  44. General (only in the basic version)

SCHEDULE 1 (REPRESENTATIVES) (premium version only)

  1. Representatives

SCHEDULE 2 (FORM OF STATEMENT OF WORK)

  1. Specification of Software
  2. Third Party Materials
  3. Set Up Services (standard and premium versions only)
  4. Timetable
  5. Customer Materials (premium version only)
  6. Financial provisions

SCHEDULE 3 (FORM OF CCN) (premium version only)

  1. Introduction
  2. Change details
  3. Impact of Change
  4. Agreement to Change

SCHEDULE 4 (FORM OF ESCROW AGREEMENT) (premium version only)
SCHEDULE 5 (DATA PROCESSING INFORMATION) (premium version only)

  1. Categories of data subject
  2. Types of Personal Data
  3. Purposes of processing
  4. Security measures for Personal Data
  5. Sub-processors of Personal Data

This template is supplied in Word (.docx) format; the premium version is 63 pages long, including 38 pages of guidance notes; the standard version is 43 pages long, including 20 pages of guidance notes; and the basic version is 29 pages long, including 13 pages of guidance notes.

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