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Developer Services Agreement
1. Parties: Identification and details of the contracting parties - the service provider (developer) and the client
2. Background: Context of the agreement and high-level purpose of the development services
3. Definitions: Key terms used throughout the agreement
4. Scope of Services: Detailed description of the development services to be provided
5. Developer Obligations: Key responsibilities and commitments of the developer
6. Client Obligations: Key responsibilities and commitments of the client, including provision of necessary information and access
7. Project Management: Process for managing the development project, including communication protocols and reporting requirements
8. Change Control: Process for requesting and implementing changes to the scope or specifications
9. Acceptance Testing: Procedures for testing and accepting delivered work
10. Fees and Payment: Payment terms, rates, and invoicing procedures
11. Intellectual Property Rights: Ownership and licensing of developed software and related materials
12. Confidentiality: Protection of confidential information and trade secrets
13. Data Protection: GDPR compliance and data processing obligations
14. Warranties: Warranties regarding service quality and compliance with specifications
15. Liability and Indemnification: Limitations of liability and indemnification obligations
16. Term and Termination: Duration of agreement and termination rights
17. Force Majeure: Handling of events beyond parties' reasonable control
18. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
1. Source Code Escrow: Provisions for source code escrow arrangements, used when client requires security of access to source code
2. Non-Solicitation: Restrictions on hiring each other's employees, used when parties want to prevent poaching
3. Service Levels: Specific performance metrics and remedies, used for ongoing development services
4. Insurance: Insurance requirements, used for high-value or high-risk projects
5. Security Requirements: Specific security standards and protocols, used for projects involving sensitive data or systems
6. Disaster Recovery: Business continuity and disaster recovery procedures, used for business-critical development services
7. Third-Party Code: Provisions regarding use of open source or third-party code, used when such code will be incorporated
8. International Transfer: Provisions for international data transfers, used when development involves cross-border data flows
1. Schedule 1 - Services Description: Detailed technical specifications and requirements for the development services
2. Schedule 2 - Service Levels: Detailed performance metrics, measurement methods, and remedies
3. Schedule 3 - Charges: Detailed fee structure, rates, and payment milestones
4. Schedule 4 - Project Plan: Timeline, milestones, and deliverables
5. Schedule 5 - Testing Procedures: Detailed acceptance testing procedures and criteria
6. Schedule 6 - Security Requirements: Detailed security standards and compliance requirements
7. Schedule 7 - Personnel: Key personnel and their roles in the project
8. Appendix A - Change Request Form: Standard form for requesting and documenting changes
9. Appendix B - Acceptance Certificate: Standard form for documenting acceptance of deliverables
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