This is a full-length software maintenance and development agreement template. It provides for the development of software and includes optional provisions for the provision of integration services by the developer. It provides for both developer quality testing and customer acceptance testing. And it provides for the ongoing maintenance of the software by the developer (including helpdesk services, bug-fixing, standard upgrades and functionality enhancements).

Optional provisions covering the licensing of source code or the placing of source code into escrow are also included.

A full list of the differences between this template and the standard version is as follows. This version includes provisions relating to: project management, software integration, developer testing, moral rights, confidentiality, publicity, third party co-operation, indemnities, non-solicitation of personnel and change control. It also comprehends the possibility that the IPR in the software produced by the developer will be wholly or partially assigned (not merely licensed) to the customer.

Because of the complexity of this template - in particular the intellectual property rights provisions - non-professionals should use it with great care.

The following provisions are included in the agreement.

(1) Definitions and interpretation
(2) Term
(3) Services overview
(4) Project management
(5) Development, delivery and integration
(6) Developer quality testing
(7) Customer acceptance testing
(8) Maintenance Services
(9) Customer obligations
(10) Invoicing and payment
(11) Change control
(12) Licence / assignment
(13) Intellectual Property Rights
(14) Escrow
(15) Warranties
(16) Limitations and exclusions of liability
(17) Indemnities
(18) Data protection
(19) Confidentiality and publicity
(20) Termination
(21) Effects of termination
(22) Notices
(23) Force Majeure Event
(24) General

The agreement also includes these schedules:

Schedule 1 - Specification of Software
Schedule 2 - Project Plan
Schedule 3 - Maintenance Service Levels
Schedule 4 - Charges
Schedule 5 - Form of CCN
Schedule 6 - Licensing
Schedule 7 - EULA
Schedule 8 - Form of escrow agreement

You will need to supply most of the content for the schedules (excepting the maintenance service level schedule).

This standard software maintenance and development agreement is 39 pages long (including the cover sheet) and is delivered in Word (.doc) format for easy editing.

You can review the first few pages of the template here:

Sample Software Maintenance and Development Agreement

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