The Software Contractor Agreement is essential for businesses in the Philippines engaging external software development expertise. It is used when a company needs to formally engage a software contractor or development firm while ensuring compliance with Philippine laws and regulations. The agreement covers crucial aspects such as project scope, deliverables, payment terms, intellectual property rights, data protection, and confidentiality obligations. It specifically addresses requirements under Philippine legislation including the Civil Code (RA 386), Labor Code, Intellectual Property Code (RA 8293), and Data Privacy Act (RA 10173). This document is particularly important as it helps distinguish the arrangement from an employment relationship, protecting both parties' interests while ensuring clear guidelines for project execution and delivery.
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1. Parties: Identifies the contracting parties - the company (client) and the software contractor, including their complete legal names and addresses
2. Background: Explains the context of the agreement, including the client's need for software development services and the contractor's expertise
3. Definitions: Defines key terms used throughout the agreement, including technical terms, deliverables, and project-specific terminology
4. Scope of Services: Details the software development services to be provided, including specific projects, tasks, and responsibilities
5. Independent Contractor Relationship: Explicitly establishes the nature of the relationship as independent contracting, not employment
6. Term and Termination: Specifies the duration of the agreement and conditions for termination by either party
7. Compensation and Payment Terms: Details the payment structure, rates, invoicing process, and payment schedule
8. Intellectual Property Rights: Addresses ownership and transfer of IP rights for developed software and related materials
9. Confidentiality: Defines confidential information and establishes obligations for its protection
10. Data Protection and Privacy: Ensures compliance with Philippine Data Privacy Act and establishes data handling protocols
11. Warranties and Representations: States the guarantees made by both parties regarding their capacity and service quality
12. Limitation of Liability: Sets boundaries on the parties' liability and includes any indemnification provisions
13. Dispute Resolution: Establishes procedures for resolving disputes, including jurisdiction and governing law
1. Non-Compete: Restricts the contractor from working with competitors, used when sensitive industry knowledge is involved
2. Performance Metrics: Establishes specific KPIs and performance standards, used for complex projects with measurable outcomes
3. Insurance Requirements: Specifies required insurance coverage, used for high-value or high-risk projects
4. Source Code Escrow: Establishes source code escrow arrangements, used for business-critical software
5. Training and Knowledge Transfer: Details requirements for training client staff, used when knowledge transfer is crucial
6. Disaster Recovery: Specifies disaster recovery and business continuity requirements, used for mission-critical systems
7. Third-Party Software: Addresses use and licensing of third-party software, used when third-party tools are integral to development
1. Schedule A - Service Requirements: Detailed technical specifications and requirements for the software development project
2. Schedule B - Deliverables and Milestones: Specific list of deliverables, acceptance criteria, and project timeline
3. Schedule C - Rate Card: Detailed breakdown of rates, charges, and payment terms
4. Schedule D - Data Processing Agreement: Specific terms for handling personal and sensitive data in compliance with Philippine law
5. Schedule E - Service Level Agreement: Performance standards, response times, and service quality metrics
6. Appendix 1 - Technical Stack: List of approved technologies, programming languages, and development tools
7. Appendix 2 - Security Requirements: Detailed security protocols and requirements for software development
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Financial Services
E-commerce
Healthcare
Education
Manufacturing
Telecommunications
Professional Services
Retail
Banking
Insurance
Government
Media and Entertainment
Logistics and Transportation
Real Estate
Relevant Teams
Legal
Information Technology
Procurement
Human Resources
Operations
Engineering
Vendor Management
Finance
Compliance
Project Management Office
Software Development
Contract Administration
Relevant Roles
Chief Technology Officer
IT Director
Project Manager
Software Development Manager
Legal Counsel
Procurement Manager
HR Director
Operations Manager
Technical Lead
Contract Administrator
Chief Information Officer
VP of Engineering
Chief Legal Officer
IT Procurement Specialist
Vendor Management Officer
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