Software development, licence, support and maintenance agreement

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A complex agreement covering the development of software, the licensing of rights in software and related services.


This agreement is designed to cover the provision of software development services, the licensing of rights in the software that results from those development services, and the provision of support and maintenance services in relation to that software.

This agreement comes in three versions: basic, standard and premium. Because of the number of different services and licensing issues the documents cover, even the basic agreement is relatively long. Accordingly, whichever document you choose, you should be prepared to invest time in editing it to suit your needs and circumstances.

While all three versions cover the basic software development process, only the standard and premium versions include specific clauses relating to set-up services and acceptance testing. In addition to these clauses, the premium version includes clauses covering additional development services provide after completion of the principal development project.

The documents are suitable for use when software is being licensed to the customer. They are not suitable for use when rights are being assigned or transferred (see our software development agreements for this situation).  In addition to the core licensing and sub-licensing provisions, the standard and premium versions include optional clauses relating to source code licensing, while the premium version includes optional escrow provisions. (You will however need a separate escrow agreement with the escrow services provider.)

Other additions in the standard and premium version cover customer obligations, customer materials incorporated into the software, expenses, timesheets and confidentiality obligations.

On top of all this, the premium version includes clauses relating to contract management, change control, personal data processing, non-solicitation and export laws. All these provisions are optional.

AGREEMENT

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

SCHEDULE 1 (SOFTWARE DEVELOPMENT AND LICENCE PARTICULARS)

  1. Specification of Software
  2. Set Up Services (standard and premium versions only)
  3. Timetable
  4. Software licence
  5. Customer Systems (premium version only)
  6. Customer Materials (standard and premium versions only)
  7. Financial provisions
  8. Representatives (premium version only)

SCHEDULE 2 (MAINTENANCE SLA)

  1. Introduction
  2. Updates
  3. Upgrades

SCHEDULE 3 (SUPPORT SLA)

  1. Introduction
  2. Helpdesk
  3. Response and resolution
  4. Provision of Support Services
  5. Limitations on Support Services

SCHEDULE 4 (EULA) (standard and premium versions only)
SCHEDULE 5 (FORM OF CCN) (premium version only)

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

SCHEDULE 6 (FORM OF ESCROW AGREEMENT) (premium version only)
SCHEDULE 7 (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 basic version is 40 pages long, including 18 pages of guidance notes; the standard version is 58 pages long, including 26 pages of guidance notes and the premium version is 77 pages, including 35 pages of guidance notes.

A copy of this software development, licence, support and maintenance agreement is included in the following pack:

  • Software developer pack (all versions of this document are included in the premium version of the pack and the basic and standard versions of this document are included in the standard version of the pack)

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