Software development, support and maintenance agreement

It is not uncommon for a software developer to agree, at the time of contracting to provide development services, to provide accompanying support and maintenance. All the versions of this agreement combine these three elements.

The treatment of intellectual property rights in a software development agreement is always of crucial importance. Under this agreement, the copyright and other intellectual property rights in the developed software are transferred to the customer. In legal terms, this is known as an assignment. All versions of the agreement allow that there may be third party rights which cannot be assigned; only the premium version, however, contains express provision for the retention by the developer of rights in framework code.  Such a retention may be necessary if the framework code is used by other clients of the developer - or if the developer plans to make the framework code available to others in future.

The standard version of this agreement was created by removing provisions from the premium version, and the basic version was created by removing provisions from the standard version. The standard version includes extra clauses relating to service levels, user acceptance testing (UAT), the set up of the software by the developer, confidentiality obligations and exceptions, travel etc expenses and timesheets. The premium version includes extra clauses relating to ongoing development services, the escrow of source code, contract management, GDPR-friendly personal data processing, publicity rights, non-solicitation of personnel and restrictions on export.

AGREEMENT

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

SCHEDULE 1 (SOFTWARE DEVELOPMENT PARTICULARS)

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

SCHEDULE 2 (MAINTENANCE SLA) (premium and standard versions only)

1. Introduction
2. Updates

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

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

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