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Software Development Subcontractor Agreement Template for India

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Key Requirements PROMPT example:

Software Development Subcontractor Agreement

"I need a Software Development Subcontractor Agreement for my fintech startup based in Bangalore to engage a local development firm for a 6-month mobile payment app project starting January 2025, with strict data security requirements and clear IP ownership terms."

Document background
The Software Development Subcontractor Agreement is essential in India's thriving IT sector where complex software projects often require specialized expertise or additional development capacity. This document is typically used when a primary software development company needs to engage another company to handle specific components or phases of a larger software project. It's particularly relevant in India's technology hubs like Bangalore, Hyderabad, and Pune, where multilayered software development projects are common. The agreement ensures compliance with Indian contract law, IT regulations, and data protection requirements while protecting intellectual property rights and maintaining quality standards. It's designed to address unique aspects of the Indian software industry, including cross-border services, GST implications, and local labor laws, while providing clear frameworks for project delivery, acceptance testing, and dispute resolution.
Suggested Sections

1. Parties: Identification of the main contractor and subcontractor with full legal details

2. Background: Context of the agreement, including reference to the main contract and reason for subcontracting

3. Definitions: Definitions of key terms used throughout the agreement

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

5. Term and Timeline: Duration of the agreement and key project milestones

6. Subcontractor Obligations: Key responsibilities and commitments of the subcontractor

7. Main Contractor Obligations: Responsibilities of the main contractor including provision of necessary information and resources

8. Payment Terms: Compensation, payment schedule, invoicing, and related financial terms

9. Intellectual Property Rights: Ownership and licensing of developed software and related materials

10. Confidentiality: Protection of confidential information and trade secrets

11. Data Protection and Security: Compliance with data protection laws and security requirements

12. Quality and Acceptance: Quality standards, testing procedures, and acceptance criteria

13. Warranties and Representations: Guarantees regarding service quality, compliance, and authority to contract

14. Liability and Indemnification: Limitation of liability and indemnification obligations

15. Termination: Grounds and procedure for contract termination

16. Dispute Resolution: Process for resolving disputes including jurisdiction and governing law

17. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments

Optional Sections

1. Non-Compete: Restrictions on competitive activities, used when subcontractor may have access to sensitive market information

2. Equipment and Facilities: Terms for use of main contractor's or client's facilities or equipment, if applicable

3. Insurance: Specific insurance requirements beyond standard coverage

4. Compliance with Client Requirements: Additional obligations when end-client imposes specific requirements

5. Export Control: Required for projects involving cross-border data or technology transfer

6. Source Code Escrow: Terms for source code escrow arrangements if required by the main contract

7. Personnel and Subcontracting: Rules about further subcontracting and key personnel requirements

8. Training and Knowledge Transfer: Requirements for training main contractor's staff or documentation of processes

9. Business Continuity: Disaster recovery and business continuity requirements for critical projects

Suggested Schedules

1. Schedule A - Scope of Work: Detailed technical specifications and requirements of the software development project

2. Schedule B - Commercial Terms: Detailed pricing, payment milestones, and commercial terms

3. Schedule C - Service Levels: Performance metrics, service levels, and related penalties/incentives

4. Schedule D - Project Timeline: Detailed project schedule, milestones, and deliverables

5. Schedule E - Testing and Acceptance Criteria: Detailed acceptance testing procedures and criteria

6. Schedule F - Personnel: Key personnel assignments and qualifications

7. Schedule G - Technical Standards: Required technical standards, coding practices, and documentation requirements

8. Schedule H - Security Requirements: Detailed security protocols and compliance requirements

9. Appendix 1 - Main Contract Extract: Relevant excerpts from the main contract that affect subcontractor obligations

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





















































Clauses









































Relevant Industries

Information Technology

Software Development

Technology Consulting

Financial Services

Healthcare Technology

E-commerce

Telecommunications

Manufacturing Technology

Educational Technology

Digital Media

Enterprise Software

Mobile Applications

Cloud Services

Artificial Intelligence and Machine Learning

Internet of Things

Relevant Teams

Legal

Procurement

Software Development

Project Management

Quality Assurance

Information Technology

Vendor Management

Operations

Compliance

Technical Architecture

Information Security

Contract Administration

Relevant Roles

Chief Technology Officer

Project Manager

Technical Lead

Software Development Manager

Procurement Manager

Legal Counsel

Contract Manager

Vendor Management Officer

Software Architect

Development Team Lead

Quality Assurance Manager

IT Director

Chief Information Officer

Operations Manager

Technology Consultant

Industries









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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