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Master Developer Agreement Generator for England and Wales

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Key Requirements PROMPT example:

Master Developer Agreement

"Need a Master Developer Agreement for our fintech startup that will engage an offshore development company for ongoing software projects, with strong IP protection and data security clauses as we handle financial data, starting from January 2025."

Document background
The Master Developer Agreement is designed for situations where organizations require ongoing software development services from a dedicated provider. This contract type establishes the foundational legal and commercial framework for multiple development projects, reducing the need to negotiate terms for each new project. Under English and Welsh law, it provides comprehensive coverage of intellectual property rights, confidentiality, liability provisions, and service delivery standards. The agreement is particularly useful for long-term development relationships where multiple projects are anticipated.
Suggested Sections

1. Parties: Details of the contracting parties, including registered addresses and company numbers

2. Background/Recitals: Context of the agreement and high-level objectives

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Scope of Services: Detailed description of development services to be provided

5. Project Management: Governance structure, reporting requirements, and key personnel

6. Intellectual Property Rights: Ownership and licensing of existing and new IP

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

8. Term and Termination: Duration of agreement and termination provisions

9. Confidentiality: Protection of confidential information

10. Warranties and Indemnities: Standard representations and protections

Optional Sections

1. Change Control: Process for managing changes to scope or requirements. Use for complex or long-term development projects

2. Source Code Escrow: Arrangements for source code protection. Use when source code security is critical

3. Data Protection: GDPR and data protection compliance. Use when personal data processing is involved

4. Service Levels: Performance metrics and remedies. Use for ongoing development services

Suggested Schedules

1. Development Services Schedule: Detailed specification of services and deliverables

2. Charges Schedule: Detailed breakdown of fees and payment terms

3. Technical Requirements: Technical specifications and standards

4. Project Plan: Timelines, milestones, and deliverables

5. Personnel Schedule: Key personnel and their roles

6. Service Level Agreement: Detailed performance metrics and measurement

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of a contract. Essential for determining rights of subcontractors and end-users.

Supply of Goods and Services Act 1982: Sets out implied terms for contracts involving supply of goods and services, including quality and fitness for purpose.

Consumer Rights Act 2015: Protects consumer rights and sets standards for digital content and services, if the agreement has B2C implications.

Companies Act 2006: Primary legislation governing company operations and corporate transactions in the UK.

Copyright, Designs and Patents Act 1988: Fundamental IP legislation protecting software code, documentation, and related materials.

Data Protection Act 2018: UK's implementation of data protection requirements, working alongside UK GDPR for data handling and privacy.

Software Related Patents Act: Specific provisions for software patents and their protection in the UK legal framework.

Computer Programs Regulations 1992: Governs electronic rights related to computer programs and software distribution.

Computer Misuse Act 1990: Deals with unauthorized access to computer systems and software security requirements.

Employment Rights Act 1996: Relevant for developer employment terms and contractor relationships.

IR35 Legislation: Tax legislation affecting contractor arrangements and off-payroll working rules.

Trade Marks Act 1994: Protection of brands, logos, and other distinctive marks in software development.

Patents Act 1977: Core legislation for patent protection, including software-related innovations.

Trade Secrets Regulations 2018: Protects confidential business information and know-how in development projects.

Competition Act 1998: Ensures compliance with competition law in development agreements and partnerships.

Enterprise Act 2002: Addresses market competition and consumer protection aspects of business agreements.

Common Law Principles: Case law and precedents affecting contract formation, interpretation, and enforcement.

UK GDPR: Post-Brexit data protection regulation governing personal data processing and transfer.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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