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Master Services Agreement For Software Development Template for United States

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Key Requirements PROMPT example:

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."

Document background
The Master Services Agreement For Software Development is a foundational document used when establishing a long-term software development relationship between a service provider and a client in the United States. This agreement is particularly crucial when parties anticipate multiple development projects or ongoing services, as it provides a standardized framework that streamlines future engagements. It covers essential aspects such as intellectual property rights, confidentiality, service delivery standards, change management procedures, and risk allocation. The agreement is designed to comply with US federal and state laws, including software licensing, intellectual property, data protection, and commercial contract regulations. It serves as the primary reference point for all future software development activities between the parties, with specific projects being detailed in subsequent statements of work.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Relevant legal definitions





















































Clauses







































Relevant Industries

Technology

Financial Services

Healthcare

Retail

Manufacturing

Telecommunications

Education

Government

Professional Services

E-commerce

Media and Entertainment

Insurance

Transportation and Logistics

Energy and Utilities

Relevant Teams

Legal

Procurement

Information Technology

Software Development

Project Management

Information Security

Risk and Compliance

Operations

Commercial

Finance

Engineering

Quality Assurance

Technical Architecture

Vendor Management

Relevant Roles

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

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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