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1. Parties: Identification of the contracting parties - the company (client) and the software contractor, including full legal names and addresses
2. Background: Context of the agreement, brief description of the client's business, and the purpose of engaging the contractor
3. Definitions: Definitions of key terms used throughout the agreement, including technical terms specific to software development
4. Scope of Services: Detailed description of the software development services to be provided by the contractor
5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination by either party
6. Compensation and Payment Terms: Fee structure, payment schedule, expenses, and invoicing requirements
7. Independent Contractor Status: Clear establishment of the contractor's status as an independent contractor, not an employee
8. Intellectual Property Rights: Ownership of developed software, pre-existing IP, and assignment of rights
9. Confidentiality: Protection of confidential information and trade secrets of both parties
10. Warranties and Representations: Contractor's warranties regarding service quality and compliance with specifications
11. Limitation of Liability: Limitations on liability and indemnification provisions
12. General Provisions: Standard clauses including governing law, dispute resolution, and entire agreement
1. Non-Compete: Restrictions on contractor's ability to work with competitors, used when contractor has access to sensitive competitive information
2. Service Level Agreement: Specific performance metrics and standards, used for ongoing maintenance or support services
3. Change Control: Process for managing changes to project scope or requirements, important for large or complex projects
4. Insurance Requirements: Specific insurance coverage requirements, used when work involves significant risks or client compliance requirements
5. Source Code Escrow: Provisions for source code escrow arrangements, used for business-critical software
6. Data Protection: Specific data handling and protection requirements, used when personal or sensitive data is involved
7. Acceptance Testing: Detailed testing and acceptance procedures, used for complex deliverables
8. Training and Documentation: Requirements for providing training and documentation, used when knowledge transfer is crucial
1. Schedule A - Service Description: Detailed technical specifications, project scope, and deliverables
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule C - Project Timeline: Project phases, milestones, and delivery dates
4. Schedule D - Technical Requirements: Specific technical requirements, platforms, and technologies to be used
5. Schedule E - Acceptance Criteria: Detailed criteria for accepting deliverables and testing procedures
6. Appendix 1 - Contact Details: Key contacts and escalation matrix for both parties
7. Appendix 2 - Approved Subcontractors: List of pre-approved subcontractors if applicable
8. Appendix 3 - Security Requirements: Specific security protocols and requirements to be followed
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