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Master Service Agreement Software Development Template for England and Wales

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Key Requirements PROMPT example:

Master Service Agreement Software Development

"I need a Master Service Agreement Software Development for my fintech startup to engage a development agency in building our trading platform, with specific focus on data protection and source code ownership, to be effective from March 2025."

Document background
The Master Service Agreement Software Development is designed for businesses requiring a structured legal framework for ongoing software development services in England and Wales. This agreement is particularly vital when establishing long-term development relationships, requiring multiple projects or phases of work. It provides comprehensive coverage of intellectual property rights, confidentiality provisions, service level requirements, and risk allocation, while allowing flexibility through subsequent statements of work. The document is essential for protecting both parties' interests and ensuring clear understanding of responsibilities, deliverables, and commercial terms.
Suggested Sections

1. Parties: Identification of contracting parties and their registered addresses

2. Background: Context of the agreement and high-level purpose

3. Definitions: Key terms used throughout the agreement including software development specific terminology

4. Services: Detailed description of software development services to be provided

5. Payment Terms: Pricing, payment schedule, invoicing requirements

6. Intellectual Property Rights: Ownership and licensing of developed software and materials

7. Confidentiality: Protection of confidential information

8. Term and Termination: Duration and termination provisions

9. Liability and Indemnification: Limitations of liability and indemnification obligations

Optional Sections

1. Change Control: Process for managing changes to services or requirements during the development process

2. Service Levels: Performance metrics, standards, and response times for software development services

3. Data Protection: GDPR compliance and data handling procedures for software development

4. Source Code Escrow: Arrangements for source code protection and access rights

Suggested Schedules

1. Schedule 1 - Service Description: Detailed specification of software development services and deliverables

2. Schedule 2 - Charges: Detailed pricing structure, rates, and payment terms

3. Schedule 3 - Service Levels: Detailed performance metrics, KPIs, and quality standards

4. Schedule 4 - Personnel: Key development team members, roles, and responsibilities

5. Schedule 5 - Technical Requirements: Technical specifications, development stack, and infrastructure requirements

6. Schedule 6 - Data Processing Agreement: GDPR-compliant data processing terms and procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions







































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of a contract and should be considered for subcontractor and assignment provisions in the MSA

Unfair Contract Terms Act 1977: Regulates unfair terms in business contracts, particularly regarding limitation of liability and indemnification clauses

Consumer Rights Act 2015: Applies if the software development services might have B2C implications, ensuring consumer protection in service delivery

Copyright, Designs and Patents Act 1988: Critical for software development agreements, governing intellectual property rights in created software and documentation

Trade Marks Act 1994: Relevant for protecting brand elements and logos integrated into software development projects

UK GDPR: Essential for data protection compliance in software development, particularly when handling personal data

Data Protection Act 2018: UK's implementation of data protection requirements, crucial for data handling aspects of software development

Privacy and Electronic Communications Regulations (PECR): Governs electronic communications and must be considered for software involving communications features

Employment Rights Act 1996: Relevant for determining contractor status and employment relationships in software development projects

IR35 Legislation: Tax legislation affecting contractor arrangements in software development projects

Electronic Communications Act 2000: Governs electronic signatures and electronic communications in contracts

Electronic Commerce (EC Directive) Regulations 2002: Regulates electronic commerce aspects of software development and deployment

Network and Information Systems Regulations 2018: Sets security requirements for digital service providers and network systems

Export Control Act 2002: Relevant for international software development projects involving controlled technology or encryption

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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