The Software Subcontractor Agreement is essential for technology companies operating in the Philippines who need to engage third-party software development resources. This document is particularly relevant given the Philippines' growing technology sector and its position as a major outsourcing destination. The agreement addresses critical aspects required under Philippine law, including intellectual property rights transfer, data privacy compliance, and labor regulations. It is typically used when a primary software development company needs to supplement its capacity or expertise by engaging specialized subcontractors, while maintaining control over project delivery and ensuring compliance with end-client requirements. The agreement includes comprehensive provisions for project governance, quality standards, confidentiality, and risk allocation, while incorporating specific requirements of Philippine legislation such as the Data Privacy Act of 2012 and the E-Commerce Act.
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1. Parties: Identification of the main contractor and subcontractor, including complete legal names, registration details, and addresses
2. Background: Context of the agreement, including reference to the main contract and basis for subcontracting
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of the software development services to be provided by the subcontractor
5. Term and Timeline: Duration of the agreement and key project milestones
6. Payment Terms: Compensation, payment schedule, invoicing requirements, and taxes
7. Intellectual Property Rights: Ownership and licensing of pre-existing IP and newly developed software
8. Confidentiality: Protection of confidential information and trade secrets
9. Data Protection: Compliance with Philippine Data Privacy Act and data handling requirements
10. Performance Standards: Quality requirements, acceptance criteria, and service levels
11. Warranties and Representations: Warranties regarding services, compliance with laws, and authority to contract
12. Personnel and Resources: Requirements for personnel qualifications and resource allocation
13. Termination: Grounds for termination, notice requirements, and consequences
14. Liability and Indemnification: Allocation of risks and indemnification obligations
15. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. Source Code Escrow: Required when source code needs to be held in escrow for security or business continuity
2. Non-Competition: Include when restricting subcontractor's ability to work with competitors
3. Insurance Requirements: Detailed insurance obligations when specific coverage types are required
4. Security Requirements: Include for projects requiring specific security protocols or certifications
5. Disaster Recovery: Required for critical systems or when business continuity is essential
6. Knowledge Transfer: Include when transition of knowledge or documentation is crucial
7. Performance Bonds: When financial security for performance is required
8. Export Control: Include for international projects or technology with export restrictions
1. Schedule A - Scope of Work: Detailed technical specifications and requirements for the software development work
2. Schedule B - Service Levels: Specific performance metrics, response times, and quality standards
3. Schedule C - Rate Card: Detailed pricing, rates, and payment terms including any variable components
4. Schedule D - Project Timeline: Detailed project phases, milestones, and delivery dates
5. Schedule E - Personnel: Key personnel, roles, qualifications, and replacement procedures
6. Schedule F - Testing and Acceptance: Testing procedures, acceptance criteria, and remediation processes
7. Appendix 1 - Technical Requirements: Specific technical standards, platforms, and compatibility requirements
8. Appendix 2 - Security Standards: Required security protocols, certifications, and compliance requirements
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Software Development
Technology Consulting
Financial Services
E-commerce
Healthcare Technology
Manufacturing Technology
Telecommunications
Business Process Outsourcing
Education Technology
Relevant Teams
Legal
Information Technology
Procurement
Vendor Management
Software Development
Operations
Compliance
Risk Management
Project Management Office
Technical Architecture
Relevant Roles
Chief Technology Officer
IT Director
Project Manager
Software Development Manager
Legal Counsel
Procurement Manager
Vendor Manager
Contracts Manager
Chief Information Officer
Technical Program Manager
Operations Director
Compliance Officer
Risk Manager
Software Engineer Lead
Technical Architect
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