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Software Subcontractor Agreement
1. Parties: Identification of the main contractor and subcontractor with full legal names and addresses
2. Background: Context of the agreement, including reference to the main contract and reason for subcontracting
3. Definitions: Key terms used throughout the agreement including Technical Specifications, Deliverables, Acceptance Criteria, etc.
4. Scope of Services: Detailed description of the software development services to be provided by the subcontractor
5. Project Management and Reporting: Management structure, reporting requirements, and communication protocols
6. Timeline and Milestones: Development schedule, delivery dates, and milestone achievements
7. Payment Terms: Fees, payment schedule, invoicing requirements, and late payment consequences
8. Acceptance Testing: Procedures for testing deliverables, acceptance criteria, and handling of defects
9. Intellectual Property Rights: Ownership and licensing of developed software, pre-existing IP, and third-party components
10. Data Protection and GDPR Compliance: Obligations regarding personal data processing and security measures
11. Confidentiality: Protection of confidential information and trade secrets
12. Warranties and Representations: Subcontractor's warranties regarding service quality, compliance, and authority to contract
13. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
14. Term and Termination: Duration of agreement, termination rights, and consequences of termination
15. General Provisions: Standard clauses including governing law, dispute resolution, and entire agreement
1. Source Code Escrow: Optional section for when source code needs to be held in escrow for security
2. Non-Competition: Restrictions on subcontractor's ability to work with competitors, if required
3. Knowledge Transfer: Procedures for transferring knowledge to the main contractor or other suppliers
4. Business Continuity: Disaster recovery and business continuity requirements for critical systems
5. Security Requirements: Specific security protocols and requirements beyond standard data protection
6. Performance Credits: System for credits or penalties based on performance metrics
7. Change Control: Formal process for managing changes to scope or specifications
1. Schedule 1 - Technical Specifications: Detailed technical requirements and specifications for the software
2. Schedule 2 - Service Levels: Performance metrics, response times, and service level requirements
3. Schedule 3 - Price List and Payment Schedule: Detailed breakdown of fees, rates, and payment milestones
4. Schedule 4 - Project Plan: Detailed timeline, resource allocation, and delivery schedule
5. Schedule 5 - Testing and Acceptance Procedures: Detailed procedures for testing and accepting deliverables
6. Schedule 6 - Data Processing Agreement: Detailed GDPR-compliant data processing terms and requirements
7. Schedule 7 - Personnel and Key Contacts: List of key personnel and contact information for both parties
8. Appendix A - Main Contract Excerpts: Relevant excerpts from the main contract that affect the subcontractor's work
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