Framework software development agreement

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


This agreement provides a legal framework for the development of software by one company or person on behalf of another. The agreement is structured so that, after it has been executed, 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 this agreement. The skeleton prompts the provision of the key information with respect to each project, such as fees, timetable and software specification.

It should be noted that under 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
  6. Acceptance procedure
  7. Assignment
  8. Framework Software
  9. Source Code of Framework Software
  10. Escrow of Source Code of Framework Software
  11. Third Party Materials
  12. Customer obligations
  13. Customer Materials
  14. Representatives
  15. Management
  16. Change control
  17. Charges
  18. Expenses
  19. Timesheets
  20. Payments
  21. Non-solicitation: restrictions on Developer
  22. Confidentiality obligations
  23. Publicity
  24. Data protection
  25. Warranties
  26. Acknowledgements and warranty limitations
  27. Indemnities
  28. Limitations and exclusions of liability
  29. Force Majeure Event
  30. Termination
  31. Effects of termination
  32. Notices
  33. Further assurance
  34. Subcontracting
  35. Assignment
  36. No waivers
  37. Severability
  38. Third party rights
  39. Variation
  40. Entire agreement
  41. Export control
  42. Law and jurisdiction
  43. Interpretation

SCHEDULE 1 (REPRESENTATIVES)

  1. Representatives

SCHEDULE 2 (FORM OF STATEMENT OF WORK)

  1. Specification of Software
  2. Third Party Materials
  3. Set Up Services
  4. Timetable
  5. Customer Materials
  6. Financial provisions

SCHEDULE 3 (FORM OF CCN)

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

SCHEDULE 4 (FORM OF ESCROW AGREEMENT)

SCHEDULE 5 (DATA PROCESSING INFORMATION)

  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 (.doc) format and is 63 pages long, including 28 pages of guidance notes.