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1. Parties: Identification of the main contractor and subcontractor with full legal details
2. Background: Context of the agreement, including reference to the main contract and reason for subcontracting
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of software development services to be provided
5. Term and Timeline: Duration of the agreement and key project milestones
6. Subcontractor Obligations: Key responsibilities and commitments of the subcontractor
7. Main Contractor Obligations: Responsibilities of the main contractor including provision of necessary information and resources
8. Payment Terms: Compensation, payment schedule, invoicing, and related financial terms
9. Intellectual Property Rights: Ownership and licensing of developed software and related materials
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection and Security: Compliance with data protection laws and security requirements
12. Quality and Acceptance: Quality standards, testing procedures, and acceptance criteria
13. Warranties and Representations: Guarantees regarding service quality, compliance, and authority to contract
14. Liability and Indemnification: Limitation of liability and indemnification obligations
15. Termination: Grounds and procedure for contract termination
16. Dispute Resolution: Process for resolving disputes including jurisdiction and governing law
17. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Non-Compete: Restrictions on competitive activities, used when subcontractor may have access to sensitive market information
2. Equipment and Facilities: Terms for use of main contractor's or client's facilities or equipment, if applicable
3. Insurance: Specific insurance requirements beyond standard coverage
4. Compliance with Client Requirements: Additional obligations when end-client imposes specific requirements
5. Export Control: Required for projects involving cross-border data or technology transfer
6. Source Code Escrow: Terms for source code escrow arrangements if required by the main contract
7. Personnel and Subcontracting: Rules about further subcontracting and key personnel requirements
8. Training and Knowledge Transfer: Requirements for training main contractor's staff or documentation of processes
9. Business Continuity: Disaster recovery and business continuity requirements for critical projects
1. Schedule A - Scope of Work: Detailed technical specifications and requirements of the software development project
2. Schedule B - Commercial Terms: Detailed pricing, payment milestones, and commercial terms
3. Schedule C - Service Levels: Performance metrics, service levels, and related penalties/incentives
4. Schedule D - Project Timeline: Detailed project schedule, milestones, and deliverables
5. Schedule E - Testing and Acceptance Criteria: Detailed acceptance testing procedures and criteria
6. Schedule F - Personnel: Key personnel assignments and qualifications
7. Schedule G - Technical Standards: Required technical standards, coding practices, and documentation requirements
8. Schedule H - Security Requirements: Detailed security protocols and compliance requirements
9. Appendix 1 - Main Contract Extract: Relevant excerpts from the main contract that affect subcontractor obligations
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