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1. Parties: Identification of the parties entering into the agreement (Developer and Client), including their legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, including the Client's business needs and Developer's expertise
3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement
4. Scope of Services: Detailed description of the software development services to be provided, including project objectives and deliverables
5. Project Timeline: Development phases, milestones, and delivery dates
6. Payment Terms: Fee structure, payment schedule, invoicing procedures, and payment methods
7. Intellectual Property Rights: Ownership and licensing of pre-existing IP and newly developed software
8. Acceptance Testing: Procedures for testing deliverables, acceptance criteria, and handling of defects
9. Warranties and Representations: Warranties regarding service quality, compliance with specifications, and legal compliance
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: Compliance with Indonesian data protection regulations and data handling procedures
12. Term and Termination: Duration of agreement, renewal terms, and termination conditions
13. Force Majeure: Provisions for unforeseen circumstances preventing performance
14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
15. General Provisions: Standard legal provisions including notices, amendments, and severability
1. Source Code Escrow: Provisions for source code escrow arrangements, used when the client requires access to source code under specific conditions
2. Third-Party Components: Provisions regarding the use and licensing of third-party software components, needed when the solution incorporates external libraries or tools
3. Security Requirements: Specific security standards and compliance requirements, important for projects involving sensitive data or regulated industries
4. Service Level Agreement: Detailed service levels and performance metrics, used for projects requiring ongoing maintenance or support
5. Change Management: Procedures for handling change requests and scope modifications, important for complex or long-term projects
6. Knowledge Transfer: Requirements for training and documentation, important when client staff need to maintain or operate the software
7. Insurance Requirements: Specific insurance coverage requirements, important for high-value or high-risk projects
8. Compliance with Specific Regulations: Additional compliance requirements for specific industries or regulatory frameworks
1. Schedule A - Technical Specifications: Detailed technical requirements, functionality specifications, and system architecture
2. Schedule B - Project Plan: Detailed project timeline, milestones, and delivery schedule
3. Schedule C - Acceptance Testing Criteria: Specific criteria and procedures for acceptance testing
4. Schedule D - Service Levels: Performance metrics and service level requirements
5. Schedule E - Fee Schedule: Detailed breakdown of fees, payment milestones, and rate cards
6. Schedule F - Personnel: Key personnel assignments and roles for both parties
7. Schedule G - Technical Environment: Description of development and deployment environment specifications
8. Schedule H - Security Requirements: Detailed security protocols and compliance requirements
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