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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."
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
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
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
Information Technology
Software Development
IT Consulting
Financial Services
Healthcare
E-commerce
Telecommunications
Manufacturing
Education Technology
Digital Services
Business Process Outsourcing
Research and Development
Legal
Procurement
Information Technology
Software Development
Vendor Management
Operations
Compliance
Risk Management
Technical Program Management
Contract Administration
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
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