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The Software Development Subcontractor Agreement is essential for businesses operating in Switzerland that engage external developers or development companies for software projects. This document is typically used when a main contractor needs to delegate specific software development tasks to specialized subcontractors while maintaining control over the project and ensuring compliance with Swiss legal requirements. The agreement covers critical aspects such as intellectual property assignment, data protection compliance, quality standards, and liability allocation, all within the framework of Swiss law. It's particularly relevant in scenarios where the main contractor has obligations to an end client and needs to ensure consistent delivery standards through its subcontractors. The document includes comprehensive provisions for project management, code ownership, confidentiality, and data security, while ensuring compliance with Swiss regulations regarding independent contractor relationships and social security requirements.

1. Parties: Identification of the main contractor and subcontractor, including full legal names, registration details, and addresses

2. Background: Context of the agreement, relationship between parties, and reference to any master agreement or primary client contract

3. Definitions: Key terms used throughout the agreement, including technical terms, project-specific terminology, and legal definitions

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

5. Terms of Engagement: Nature of the relationship, confirmation of independent contractor status, and general terms of collaboration

6. Project Management and Reporting: Process for work assignment, approval procedures, reporting requirements, and communication protocols

7. Payment Terms: Fees, payment schedule, invoicing procedures, and expenses policy

8. Intellectual Property Rights: Ownership and transfer of IP rights, including pre-existing IP and newly developed software

9. Confidentiality: Protection of confidential information, trade secrets, and data security requirements

10. Data Protection: Compliance with Swiss Data Protection Act, data handling procedures, and security measures

11. Quality Standards: Required quality levels, testing procedures, and acceptance criteria

12. Warranties and Representations: Guarantees regarding service quality, compliance with laws, and professional standards

13. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements

14. Term and Termination: Duration of agreement, renewal terms, and termination conditions

15. General Provisions: Standard legal clauses including governing law, jurisdiction, entire agreement, and amendments