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1. Parties: Identification of the software developer/vendor and the client, including registered addresses and company details
2. Background: Context of the agreement, including the client's requirements 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, including deliverables and objectives
5. Project Methodology: Development methodology, phases, and project management approach
6. Timeline and Milestones: Project schedule, delivery dates, and key milestones
7. Acceptance Testing: Procedures for testing, acceptance criteria, and sign-off processes
8. Payment Terms: Fee structure, payment schedule, and related financial terms
9. Intellectual Property Rights: Ownership and licensing of software, source code, and related materials
10. Confidentiality: Protection of confidential information and trade secrets
11. Warranties and Representations: Guarantees regarding software performance, compliance, and service quality
12. Limitation of Liability: Caps on liability and exclusions of certain types of damages
13. Term and Termination: Duration of agreement and conditions for termination
14. Dispute Resolution: Procedures for handling disputes, including jurisdiction and governing law
15. General Provisions: Standard legal clauses including force majeure, notices, and assignment
1. Source Code Escrow: Terms for source code escrow arrangements, used when client requires access to source code under specific conditions
2. Data Protection and Privacy: Specific provisions for handling personal data, required when software processes personal information
3. Change Management: Procedures for handling change requests, included for projects with likely scope changes
4. Service Level Agreement: Performance metrics and service levels, needed for ongoing maintenance and support
5. Security Requirements: Specific security standards and compliance requirements, essential for sensitive applications
6. Third-Party Components: Terms regarding use of third-party software and open-source components
7. Training and Documentation: Requirements for user training and documentation delivery, important for complex software
8. Business Continuity: Disaster recovery and business continuity provisions, crucial for mission-critical software
9. Non-Solicitation: Restrictions on hiring each other's employees, optional based on business relationship
1. Schedule A - Technical Specifications: Detailed technical requirements, functionality, and features of the software
2. Schedule B - Project Plan: Detailed project timeline, resource allocation, and delivery schedule
3. Schedule C - Acceptance Test Criteria: Specific testing requirements and acceptance parameters
4. Schedule D - Fee Schedule: Detailed breakdown of costs, payment milestones, and rate cards
5. Schedule E - Service Levels: Detailed service level metrics and performance standards
6. Schedule F - Security Standards: Specific security requirements and compliance standards
7. Appendix 1 - Change Request Template: Standard format for submitting and processing change requests
8. Appendix 2 - Contact Details: Key personnel and escalation matrix for both parties
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