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Master Software Development Agreement Template for England and Wales

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Key Requirements PROMPT example:

Master Software Development Agreement

"Need a Master Software Development Agreement for our UK-based fintech startup engaging an external development company to build our core banking platform, with specific focus on data protection and security requirements as we'll be handling sensitive financial information."

Document background
The Master Software Development Agreement is designed for businesses requiring ongoing software development services under English and Welsh law. It serves as an overarching framework that governs multiple development projects, establishing standard terms for intellectual property rights, confidentiality, data protection, and service delivery. This agreement is particularly valuable when parties anticipate a long-term relationship involving multiple development projects, as it eliminates the need to negotiate terms for each individual project while maintaining flexibility through project-specific statements of work.
Suggested Sections

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Services: Scope of software development services to be provided

5. Project Management: Governance, reporting, and management procedures

6. Charges and Payment: Pricing, payment terms, and invoicing procedures

7. Intellectual Property Rights: Ownership and licensing of IP created during development

8. Confidentiality: Protection of confidential information

9. Data Protection: GDPR compliance and data handling obligations

10. Term and Termination: Duration and termination provisions

11. Liability and Indemnities: Risk allocation between parties

12. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Change Control: Process for managing changes to scope - recommended for complex projects with likely scope changes

2. Service Levels: Performance metrics and remedies - used when specific performance standards are required

3. Business Continuity: Disaster recovery and continuity provisions - important for business-critical applications

4. Staff and Resources: Key personnel and resource commitments - used when specific expertise or resources are crucial

5. Security Requirements: Specific security standards and procedures - essential for projects involving sensitive data

Suggested Schedules

1. Statement of Work: Detailed technical specifications and deliverables

2. Service Levels Schedule: Detailed performance metrics and measurement criteria

3. Charges Schedule: Detailed pricing structure and rate cards

4. Change Control Procedure: Detailed process for managing changes

5. Security Policy: Detailed security requirements and procedures

6. Data Processing Agreement: GDPR-compliant data processing terms

7. Development Methodology: Detailed development approach and procedures

8. Acceptance Testing: Testing procedures and acceptance criteria

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights, copyright protection for software, and moral rights of creators

Data Protection Act 2018: UK implementation of GDPR, governing how personal data must be handled, processed, and protected

UK GDPR: Post-Brexit data protection regulation defining requirements for processing personal data in the UK

Consumer Rights Act 2015: Legislation protecting consumer rights in B2C contracts, including digital content provisions

Supply of Goods and Services Act 1982: Sets out implied terms for contracts involving supply of goods and services

Computer Misuse Act 1990: Legislation covering unauthorized access to computer systems and software security requirements

Trade Secrets Regulations 2018: Protects confidential business information and trade secrets

Law of Property (Miscellaneous Provisions) Act 1989: Governs formal requirements for certain types of contracts

Unfair Contract Terms Act 1977: Regulates clauses that exclude or limit liability in contracts

Late Payment of Commercial Debts Act 1998: Provides for interest on late payments in commercial transactions

Employment Rights Act 1996: Governs employment relationships and rights, relevant for developer assignments

Equality Act 2010: Protects against discrimination and promotes equality in business relationships

Electronic Commerce Regulations 2002: Implements EU E-Commerce Directive, governing electronic contracts and online services

Electronic Communications Act 2000: Provides legal framework for electronic signatures and electronic communications

Patents Act 1977: Governs patent protection for technical innovations in software

Trade Marks Act 1994: Protects brands and marks used in software and related services

Rome I Regulation: Determines applicable law in contractual obligations for international contracts

Brussels Regime: Governs jurisdiction and enforcement of judgments in international disputes

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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