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Enterprise Development Agreement
"I need an Enterprise Development Agreement for my fintech startup to engage a software development company to build our new trading platform, with specific provisions for source code ownership and data security compliance, to be completed by March 2025."
1. Parties: Identifies and defines the contracting parties including their registered offices and company numbers
2. Background: Sets out the context, purpose of the agreement, and key commercial drivers
3. Definitions: Defines key terms used throughout the agreement including technical terminology
4. Scope of Services: Details the development services to be provided, including methodology and standards
5. Project Timeline: Outlines development phases, milestones, and deliverables with specific dates
6. Payment Terms: Specifies fees, payment schedule, invoicing terms, and expenses policy
7. Intellectual Property Rights: Addresses ownership and licensing of developed software, including background and foreground IP
8. Confidentiality: Protects confidential information shared during development and defines handling procedures
9. Warranties and Indemnities: Sets out warranties regarding service quality and indemnification obligations
10. Term and Termination: Sets agreement duration, termination rights, and consequences of termination
1. Change Control: Procedures for managing changes to project scope, timeline, or budget
2. Source Code Escrow: Arrangements for source code protection and release conditions
3. Service Levels: Performance standards, metrics, and remedies for failure to meet standards
4. Data Protection: Specific obligations under UK GDPR and Data Protection Act 2018
5. Security Requirements: Specific security standards and protocols to be followed
1. Schedule 1 - Project Specifications: Detailed technical requirements, functional specifications, and acceptance criteria
2. Schedule 2 - Acceptance Testing Procedure: Testing methodology, test cases, and acceptance sign-off process
3. Schedule 3 - Price Schedule: Detailed breakdown of costs, payment milestones, and rate card
4. Schedule 4 - Service Level Agreement: Detailed performance metrics, measurement methods, and service credits
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms including processing activities
6. Schedule 6 - Key Personnel: Details of key team members, roles, and replacement procedures
7. Schedule 7 - Development Methodology: Details of the development approach, tools, and practices to be used
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