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Software Subcontractor Agreement Template for India

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Key Requirements PROMPT example:

Software Subcontractor Agreement

"I need a Software Subcontractor Agreement for engaging an Indian development firm to work on our fintech application, with strict data protection clauses and RBI compliance requirements, starting March 2025."

Document background
This Software Subcontractor Agreement is designed for use in the Indian jurisdiction when a primary contractor needs to engage a specialized software development company as a subcontractor. The agreement is particularly relevant in scenarios where a company has secured a main contract with an end client but requires additional technical expertise or development capacity to fulfill project requirements. It includes comprehensive provisions addressing intellectual property rights, data protection, quality standards, and compliance with Indian IT laws and regulations. The document is structured to protect both parties' interests while ensuring alignment with the main client contract and maintaining clear accountability in the software development process. This agreement type is commonly used in India's thriving IT sector and includes specific provisions required under Indian contract law and IT regulations.
Suggested Sections

1. Parties: Identification of the primary contractor and subcontractor with full legal names and registered addresses

2. Background: Context of the agreement, including reference to the main contract with the end client if relevant

3. Definitions: Detailed definitions of technical terms, project-specific terminology, and contract interpretation guidelines

4. Scope of Services: Detailed description of the software development or IT services to be provided by the subcontractor

5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination

6. Payment Terms: Compensation structure, payment schedule, invoicing requirements, and applicable taxes

7. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created intellectual property

8. Confidentiality: Protection of confidential information and trade secrets

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

10. Performance Standards: Quality metrics, deliverables, and acceptance criteria

11. Representations and Warranties: Guarantees regarding service quality, compliance with laws, and technical capabilities

12. Liability and Indemnification: Allocation of risks and responsibilities between parties

13. Force Majeure: Provisions for unforeseeable circumstances affecting contract performance

14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

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

2. Insurance Requirements: Specific insurance coverage requirements, necessary for high-value or high-risk projects

3. Source Code Escrow: Provisions for source code protection and access, relevant for custom software development

4. Personnel Requirements: Specific qualifications or security clearances required for subcontractor's staff

5. Compliance with End Client Requirements: Additional obligations flowing down from the main contract with the end client

6. International Transfer of Data: Specific provisions for cross-border data transfers if involving international parties

7. Change Control Procedure: Formal process for managing changes to scope or specifications, important for complex projects

8. Business Continuity and Disaster Recovery: Required for critical systems or when handling sensitive data

9. Exit Management: Detailed transition provisions, important for long-term or complex engagements

Suggested Schedules

1. Schedule A - Scope of Work: Detailed technical specifications, deliverables, and project milestones

2. Schedule B - Service Levels: Specific performance metrics, response times, and quality standards

3. Schedule C - Fee Schedule: Detailed breakdown of fees, rates, and payment terms

4. Schedule D - Approved Subcontractor Personnel: List of key personnel assigned to the project with their qualifications

5. Schedule E - Technical Requirements: Specific technical standards, platforms, and tools to be used

6. Schedule F - Security Requirements: Detailed security protocols and compliance requirements

7. Schedule G - Project Timeline: Detailed project schedule with milestones and deadlines

8. Appendix 1 - Form of Change Order: Template for documenting and approving changes to the scope

9. Appendix 2 - Acceptance Test Procedures: Detailed procedures for testing and accepting deliverables

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

IT Consulting

Financial Services

Healthcare

E-commerce

Telecommunications

Manufacturing

Education Technology

Digital Services

Business Process Outsourcing

Research and Development

Relevant Teams

Legal

Procurement

Information Technology

Software Development

Vendor Management

Operations

Compliance

Risk Management

Technical Program Management

Contract Administration

Relevant Roles

Chief Technology Officer

IT Project Manager

Software Development Manager

Legal Counsel

Procurement Manager

Vendor Management Officer

Contract Administrator

Technical Program Manager

Chief Information Officer

Operations Director

Legal Operations Manager

IT Compliance Officer

Software Development Lead

Business Development Manager

Risk Management Officer

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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