The Master Developer Agreement is designed for situations where organizations require ongoing software development services from a dedicated provider. This contract type establishes the foundational legal and commercial framework for multiple development projects, reducing the need to negotiate terms for each new project. Under English and Welsh law, it provides comprehensive coverage of intellectual property rights, confidentiality, liability provisions, and service delivery standards. The agreement is particularly useful for long-term development relationships where multiple projects are anticipated.
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1. Parties: Details of the contracting parties, including registered addresses and company numbers
2. Background/Recitals: Context of the agreement and high-level objectives
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Scope of Services: Detailed description of development services to be provided
5. Project Management: Governance structure, reporting requirements, and key personnel
6. Intellectual Property Rights: Ownership and licensing of existing and new IP
7. Payment Terms: Fees, payment schedule, and invoicing procedures
8. Term and Termination: Duration of agreement and termination provisions
9. Confidentiality: Protection of confidential information
10. Warranties and Indemnities: Standard representations and protections
1. Change Control: Process for managing changes to scope or requirements. Use for complex or long-term development projects
2. Source Code Escrow: Arrangements for source code protection. Use when source code security is critical
3. Data Protection: GDPR and data protection compliance. Use when personal data processing is involved
4. Service Levels: Performance metrics and remedies. Use for ongoing development services
1. Development Services Schedule: Detailed specification of services and deliverables
2. Charges Schedule: Detailed breakdown of fees and payment terms
3. Technical Requirements: Technical specifications and standards
4. Project Plan: Timelines, milestones, and deliverables
5. Personnel Schedule: Key personnel and their roles
6. Service Level Agreement: Detailed performance metrics and measurement
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