The Master Service Agreement For Software Development serves as a foundational document for organizations engaging in software development projects in Malaysia. It is designed for situations where a service provider will deliver ongoing software development services to a client over an extended period, potentially encompassing multiple projects. This agreement type is particularly crucial in the Malaysian context, where it must comply with local legislation including the Contracts Act 1950, Copyright Act 1987, and Personal Data Protection Act 2010. The document establishes comprehensive terms covering service delivery, intellectual property rights, data protection, payment structures, and dispute resolution mechanisms, while allowing flexibility to accommodate specific project requirements through supplementary statements of work. It is commonly used by both Malaysian companies and international organizations operating within Malaysia's jurisdiction, providing a robust legal framework for managing software development relationships.
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1. Parties: Identifies and provides details of the contracting parties (service provider and client)
2. Background: Sets out the context and purpose of the agreement, including brief description of parties' business and intent
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Scope of Services: Outlines the general nature of software development services to be provided
5. Service Provider's Obligations: Details the core responsibilities and commitments of the service provider
6. Client's Obligations: Specifies the client's responsibilities including provision of information and approvals
7. Project Management: Establishes governance structure, reporting lines, and communication protocols
8. Change Control: Defines the process for requesting and implementing changes to services or deliverables
9. Acceptance Testing: Details the procedures for testing and accepting deliverables
10. Intellectual Property Rights: Addresses ownership and licensing of pre-existing and newly created IP
11. Data Protection and Security: Sets out obligations regarding data handling, privacy, and security measures
12. Confidentiality: Defines confidential information and establishes protection obligations
13. Warranties and Representations: States the guarantees and assertions made by both parties
14. Liability and Indemnities: Establishes liability limitations and indemnification obligations
15. Fees and Payment: Details the pricing structure, payment terms, and invoicing procedures
16. Term and Termination: Specifies agreement duration and circumstances for termination
17. Force Majeure: Addresses handling of events beyond parties' reasonable control
18. General Provisions: Contains standard boilerplate clauses including notices, assignment, and governing law
1. Service Credits: Include when specific service levels are required with financial consequences for breach
2. Source Code Escrow: Include when source code needs to be held in escrow for client protection
3. Non-Solicitation: Include to prevent hiring of each other's employees/contractors
4. Insurance: Include when specific insurance requirements need to be maintained
5. Business Continuity: Include when service provider needs specific disaster recovery procedures
6. Third Party Rights: Include when third parties need specific rights under the agreement
7. Export Control: Include when software or services may be subject to export regulations
8. Anti-Bribery and Corruption: Include for compliance with specific anti-corruption requirements
1. Schedule 1 - Services Description: Detailed description of software development services and methodologies
2. Schedule 2 - Service Levels: Specific performance metrics and service level requirements
3. Schedule 3 - Charges and Payment: Detailed fee structure, rates, and payment milestones
4. Schedule 4 - Project Plan: Timeline, milestones, and delivery schedule
5. Schedule 5 - Technical Requirements: Detailed technical specifications and requirements
6. Schedule 6 - Acceptance Test Criteria: Specific criteria and procedures for acceptance testing
7. Schedule 7 - Personnel: Key personnel and their roles/responsibilities
8. Schedule 8 - Security Requirements: Detailed security protocols and requirements
9. Appendix A - Change Request Form: Template for requesting and documenting changes
10. Appendix B - Acceptance Certificate: Template for documenting acceptance of deliverables
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