Software Outsourcing Agreement

Software Outsourcing Agreement Template for England and Wales

This agreement, governed by the laws of England and Wales, establishes the terms and conditions for outsourcing software development services. It covers crucial aspects including intellectual property rights, service levels, data protection compliance (particularly UK GDPR), delivery milestones, payment terms, and confidentiality obligations. The agreement provides a comprehensive framework for managing the relationship between the service provider and client while ensuring compliance with relevant UK legislation and industry standards.

Generate a Bespoke Document

1. Select your governing law:

2. Enter your key requirements:

Download a Standard Software Outsourcing Agreement

Download a England and Wales-compliant Software Outsourcing Agreement or see .

Get template free

Review your own Software Outsourcing Agreement

Let Genie AI identify missing terms, unusual language, compliance issues and more.

Your data doesn't train Genie's AI

You keep IP ownership of your docs

4.6 / 5

4.8 / 5

What is a Software Outsourcing Agreement?

A Software Outsourcing Agreement is essential when organizations seek to engage external providers for software development services. This agreement, governed by English and Welsh law, establishes the framework for the development relationship, defining responsibilities, deliverables, and commercial terms. It incorporates key provisions for intellectual property protection, data security, and service levels while ensuring compliance with UK legislation including the Data Protection Act 2018 and relevant industry regulations. The agreement is particularly crucial for managing complex development projects where clear accountability and risk allocation are essential.

What sections should be included in a Software Outsourcing Agreement?

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of software development services to be provided

5. Project Timeline: Delivery schedules and milestones

6. Payment Terms: Pricing, payment schedule, and invoicing details

7. Intellectual Property Rights: Ownership and licensing of developed software and materials

8. Confidentiality: Protection of confidential information and trade secrets

9. Data Protection: Compliance with GDPR and data protection laws

10. Term and Termination: Duration and termination provisions

What sections are optional to include in a Software Outsourcing Agreement?

1. Change Control: Process for managing changes to scope or requirements - recommended for complex projects with likely scope changes

2. Staff Transfer: TUPE provisions and staff management - required when staff transfer is involved

3. Source Code Escrow: Source code protection arrangements - recommended when source code access is critical

4. Disaster Recovery: Business continuity provisions - essential for critical systems development

What schedules should be included in a Software Outsourcing Agreement?

1. Schedule 1 - Service Level Agreement: Detailed performance metrics and service levels

2. Schedule 2 - Technical Specifications: Detailed technical requirements and specifications

3. Schedule 3 - Price Schedule: Detailed pricing breakdown and rate cards

4. Schedule 4 - Project Plan: Detailed project timeline and deliverables

5. Schedule 5 - Data Processing Agreement: Detailed data protection obligations and procedures

6. Schedule 6 - Security Requirements: Information security standards and requirements

7. Schedule 7 - Key Personnel: Details of key team members and roles

8. Schedule 8 - Exit Plan: Transition arrangements upon termination

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Cost

Free to use

Find the exact document you need

No matches found.

Time And Materials Software Development Contract

An English and Welsh law-governed contract template for time and materials-based software development projects, establishing terms for service delivery and payment.

Download