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Customer Development Agreement for Philippines

Customer Development Agreement Template for Philippines

A Customer Development Agreement governed by Philippine law establishes the legal framework for software or system development services between a development company and its client. This comprehensive agreement covers essential aspects including project scope, development methodology, deliverables, intellectual property rights, data privacy compliance under the Philippine Data Privacy Act, payment terms, and acceptance criteria. It incorporates specific provisions required by Philippine business law while addressing modern software development practices and protecting both parties' interests in the context of technology service delivery.

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What is a Customer Development Agreement?

The Customer Development Agreement serves as a crucial legal instrument in the Philippine technology sector, establishing the framework for custom software and system development projects. This document is essential when a business engages a development company to create bespoke software solutions, applications, or systems. It details the entire development lifecycle, from initial requirements to final delivery, while ensuring compliance with Philippine regulations including the Civil Code, Data Privacy Act, and E-Commerce Act. The agreement typically includes comprehensive provisions on project scope, methodology, intellectual property rights, confidentiality, acceptance testing, and payment terms. It's particularly vital in protecting both parties' interests during complex development projects and ensuring clear deliverables and expectations.

What sections should be included in a Customer Development Agreement?

1. Parties: Identification and details of the customer and development company

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

3. Definitions: Defined terms used throughout the agreement

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

5. Project Methodology: Development approach, methodologies, and project management procedures

6. Deliverables: Specific outputs and deliverables to be produced

7. Timeline and Milestones: Project schedule, key dates, and delivery milestones

8. Acceptance Testing: Procedures for testing and accepting deliverables

9. Payment Terms: Fees, payment schedule, and invoicing procedures

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

11. Confidentiality: Protection of confidential information and trade secrets

12. Data Protection: Compliance with Philippine Data Privacy Act and data handling procedures

13. Warranties and Representations: Guarantees regarding services, deliverables, and legal compliance

14. Limitation of Liability: Limits on parties' liability and exclusions

15. Term and Termination: Duration of agreement and termination provisions

16. General Provisions: Standard legal clauses including governing law, notices, and amendment procedures

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

1. Change Control: Procedures for managing changes to project scope or requirements - include when project scope is likely to evolve

2. Service Levels: Performance metrics and service level requirements - include for ongoing development services

3. Security Requirements: Specific security standards and protocols - include for projects involving sensitive data or systems

4. Source Code Escrow: Arrangements for source code protection - include for business-critical applications

5. Personnel Requirements: Specific staffing requirements or qualifications - include when specific expertise is crucial

6. Disaster Recovery: Business continuity and disaster recovery procedures - include for mission-critical systems

7. Third-Party Components: Use and licensing of third-party software or components - include when third-party tools are involved

8. Training and Documentation: Requirements for user training and system documentation - include when knowledge transfer is important

What schedules should be included in a Customer Development Agreement?

1. Schedule A - Technical Requirements: Detailed technical specifications and requirements

2. Schedule B - Project Plan: Detailed project timeline, resources, and delivery schedule

3. Schedule C - Acceptance Criteria: Specific criteria for accepting deliverables

4. Schedule D - Fee Schedule: Detailed breakdown of fees and payment milestones

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

6. Schedule F - Key Personnel: List of key team members and their roles

7. Appendix 1 - Change Request Template: Standard form for requesting and documenting changes

8. Appendix 2 - Testing Procedures: Detailed testing methodology and procedures

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

Philippines

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions








































Clauses






































Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare

E-commerce

Telecommunications

Manufacturing

Retail

Government Services

Education

Professional Services

Banking

Insurance

Real Estate

Logistics

Relevant Teams

Legal

Information Technology

Procurement

Software Development

Project Management

Business Development

Operations

Risk Management

Compliance

Finance

Commercial

Product Development

Solutions Architecture

Quality Assurance

Technical Operations

Relevant Roles

Chief Technology Officer

IT Director

Project Manager

Software Development Manager

Legal Counsel

Procurement Manager

Contract Manager

Business Development Manager

Solutions Architect

Technical Lead

Chief Information Officer

VP of Engineering

Head of Digital Transformation

IT Procurement Specialist

Commercial Director

Chief Legal Officer

Operations Manager

Product Owner

Development Team Lead

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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