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Master Services Agreement For Software Development
"I need a Master Services Agreement For Software Development as a healthcare technology provider, with robust data protection clauses compliant with HIPAA regulations and specific provisions for handling patient data in the United States, planned to be effective from March 2025."
1. Parties: Identification of the contracting parties, including full legal names and addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Scope of Services: Overview of software development services, methodologies, and delivery approach
5. Project Governance: Management structure, reporting lines, and decision-making processes
6. Development Process: Software development lifecycle, approval processes, and acceptance criteria
7. Change Management: Procedures for requesting and implementing changes to scope or specifications
8. Intellectual Property Rights: Ownership and licensing of pre-existing and newly developed IP
9. Confidentiality: Protection of confidential information and trade secrets
10. Data Protection and Security: Obligations regarding data handling, security measures, and compliance
11. Warranties and Representations: Promises made by each party regarding services, capabilities, and rights
12. Liability and Indemnification: Risk allocation, limitations of liability, and indemnification obligations
13. Fees and Payment: Pricing structure, payment terms, and invoicing procedures
14. Term and Termination: Duration of agreement and circumstances for termination
15. General Provisions: Standard legal clauses including governing law, notices, and assignment
1. Source Code Escrow: Provisions for source code escrow arrangements, used when client requires access to source code under specific conditions
2. Disaster Recovery: Business continuity and disaster recovery procedures, important for critical systems
3. Service Levels: Specific performance metrics and remedies, used when ongoing maintenance is included
4. Insurance: Detailed insurance requirements, often included for high-value or high-risk projects
5. Personnel Requirements: Specific qualifications or security clearance requirements for development team
6. Compliance with Specific Regulations: Additional compliance requirements for regulated industries (healthcare, finance, etc.)
7. Open Source Software: Specific provisions regarding use and management of open source components
8. Cloud Services: Terms specific to cloud-hosted solutions and services
9. Export Control: Specific provisions for international data transfer and software export
10. Audit Rights: Detailed audit provisions, often required in regulated industries
1. Schedule A - Services Description: Detailed description of software development services and methodologies
2. Schedule B - Technical Requirements: Detailed technical specifications and requirements
3. Schedule C - Service Levels: Performance metrics, measurement methods, and remedies
4. Schedule D - Pricing and Payment: Detailed fee structure, rates, and payment terms
5. Schedule E - Project Timeline: Project phases, milestones, and delivery dates
6. Schedule F - Personnel: Key personnel, roles, and responsibilities
7. Schedule G - Security Requirements: Detailed security protocols and requirements
8. Appendix 1 - Change Request Template: Standard form for requesting and documenting changes
9. Appendix 2 - Acceptance Test Procedures: Detailed testing and acceptance criteria
10. Appendix 3 - Service Level Calculations: Formulas and methods for calculating service level performance
Authors
Technology
Financial Services
Healthcare
Retail
Manufacturing
Telecommunications
Education
Government
Professional Services
E-commerce
Media and Entertainment
Insurance
Transportation and Logistics
Energy and Utilities
Legal
Procurement
Information Technology
Software Development
Project Management
Information Security
Risk and Compliance
Operations
Commercial
Finance
Engineering
Quality Assurance
Technical Architecture
Vendor Management
Chief Technology Officer
Chief Information Officer
Legal Counsel
Contract Manager
Procurement Manager
Project Manager
Software Development Manager
IT Director
VP of Engineering
Head of Legal
Chief Operating Officer
Technology Program Manager
Commercial Director
Head of Procurement
Software Architect
Development Team Lead
Information Security Officer
Risk Manager
Compliance Officer
Technical Operations Manager
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