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Customer Development Agreement for Malaysia

Customer Development Agreement Template for Malaysia

A comprehensive legal agreement governed by Malaysian law that establishes the terms and conditions under which a service provider will develop custom software, applications, or technology solutions for a customer. The agreement covers essential aspects including project scope, deliverables, intellectual property rights, payment terms, acceptance testing, and warranty provisions. It ensures compliance with Malaysian legislation including the Contracts Act 1950, Copyright Act 1987, and Personal Data Protection Act 2010, while providing a clear framework for the development relationship and protecting both parties' interests throughout the development lifecycle.

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What is a Customer Development Agreement?

The Customer Development Agreement serves as a crucial legal framework for businesses engaging in custom software or technology development projects in Malaysia. This agreement is typically used when a company (the customer) requires bespoke development services from a specialized provider, establishing clear terms for project execution, deliverables, and rights allocation. The document addresses key aspects such as intellectual property ownership, development methodology, acceptance criteria, and ongoing support obligations, while ensuring compliance with Malaysian legal requirements including the Contracts Act 1950 and relevant intellectual property legislation. It's particularly important for protecting both parties' interests in complex development projects, providing clear guidelines for project management, and establishing mechanisms for dispute resolution.

What sections should be included in a Customer Development Agreement?

1. Parties: Identification and details of the parties entering into the agreement

2. Background: Context of the agreement and brief description of the parties' intentions

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

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

5. Project Timeline and Deliverables: Specific milestones, deadlines, and deliverables

6. Payment Terms: Pricing, payment schedule, and payment methods

7. Intellectual Property Rights: Ownership and licensing of developed materials and pre-existing IP

8. Confidentiality: Protection of confidential information and trade secrets

9. Acceptance Testing: Procedures for testing and accepting deliverables

10. Warranties and Representations: Guarantees regarding service quality and capabilities

11. Term and Termination: Duration of agreement and conditions for termination

12. Liability and Indemnification: Limitations of liability and indemnification obligations

13. General Provisions: Standard legal provisions including governing law, notices, and assignment

What sections are optional to include in a Customer Development Agreement?

1. Source Code Escrow: Terms for source code escrow arrangements, used when the customer requires additional security

2. Change Management: Procedures for handling change requests, used in complex or long-term projects

3. Service Level Agreement: Specific performance metrics and penalties, used when ongoing support is included

4. Data Protection: Specific provisions for handling personal data, required when processing personal information

5. Third-Party Components: Terms regarding use of third-party software or services, needed when external components are involved

6. Training and Knowledge Transfer: Terms for training customer staff, included when knowledge transfer is part of the scope

7. Disaster Recovery: Procedures for handling system failures or data loss, important for business-critical applications

8. Non-Solicitation: Restrictions on hiring each other's employees, used when protecting against talent poaching is important

What schedules should be included in a Customer Development Agreement?

1. Schedule A - Technical Specifications: Detailed technical requirements and specifications for the development work

2. Schedule B - Project Plan: Detailed timeline, milestones, and resource allocation

3. Schedule C - Pricing and Payment Schedule: Detailed breakdown of costs and payment milestones

4. Schedule D - Acceptance Criteria: Specific criteria for accepting deliverables

5. Schedule E - Service Levels: Detailed performance metrics and service level requirements

6. Schedule F - Personnel: Key personnel assigned to the project and their roles

7. Appendix 1 - Change Request Template: Standard form for submitting and approving changes

8. Appendix 2 - Testing Procedures: Detailed procedures for conducting acceptance tests

Authors

Alex Denne

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

Jurisdiction

Malaysia

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions



























Clauses
































Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare

E-commerce

Manufacturing

Telecommunications

Education

Professional Services

Retail

Banking

Insurance

Digital Media

Logistics

Real Estate

Relevant Teams

Legal

Information Technology

Product Development

Procurement

Commercial

Operations

Software Development

Project Management

Business Development

Risk Management

Compliance

Technical Architecture

Relevant Roles

Chief Technology Officer

IT Director

Product Manager

Development Manager

Legal Counsel

Contract Manager

Project Manager

Software Development Manager

Procurement Manager

Business Development Manager

Chief Information Officer

Technical Project Lead

Solutions Architect

Commercial Director

Operations Manager

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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