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Software Outsourcing Agreement

Software Outsourcing Agreement Template for Nigeria

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Key Requirements PROMPT example:

Software Outsourcing Agreement

"I need a Software Outsourcing Agreement for outsourcing our mobile banking app development to a Nigerian software company, with strict data protection provisions and source code escrow arrangements, planned to commence in March 2025."

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Document background
The Software Outsourcing Agreement serves as a critical legal framework for companies seeking to outsource their software development needs while operating under Nigerian jurisdiction. This document is essential when a company (the client) wishes to engage an external provider for software development, maintenance, or related technical services. The agreement encompasses crucial elements such as project scope, deliverables, intellectual property rights, data protection under NDPR, payment structures, and service level agreements. It's particularly relevant in today's digital transformation landscape where businesses increasingly rely on external expertise for software development while ensuring compliance with Nigerian regulations, including the Cybercrimes Act and National Information Technology Development Act. The agreement is structured to protect both parties' interests while facilitating efficient software development operations.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including their registered addresses and company details

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Detailed definitions of technical terms, business concepts, and other important terms used throughout the agreement

4. Scope of Services: Detailed description of the software development services to be provided, including deliverables and objectives

5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination

6. Payment Terms: Pricing, payment schedule, invoicing procedures, and currency considerations

7. Service Levels: Performance standards, metrics, and quality requirements for the services

8. Intellectual Property Rights: Ownership and licensing of pre-existing IP and newly developed software

9. Confidentiality: Protection of confidential information and trade secrets

10. Data Protection and Security: Compliance with NDPR and security requirements for data handling

11. Warranties and Representations: Guarantees regarding service quality, compliance with laws, and authority to contract

12. Limitation of Liability: Caps on liability and exclusions of certain types of damages

13. Force Majeure: Provisions for unforeseen circumstances affecting performance

14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law

15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

Optional Sections

1. Source Code Escrow: Provisions for source code safekeeping with a third party, used when client requires access to source code in specific circumstances

2. Staff Transfer: Terms governing the transfer or secondment of personnel, needed when staff transitions are part of the arrangement

3. Business Continuity: Disaster recovery and business continuity requirements, important for critical systems

4. Knowledge Transfer: Procedures for transferring knowledge and documentation, crucial when planning future in-housing

5. Change Control: Procedures for managing changes to services or specifications, important for complex projects

6. Audit Rights: Client's rights to audit the provider's operations, important for regulated industries

7. Export Control: Compliance with export control laws, needed when dealing with restricted technologies

8. Local Content Requirements: Compliance with Nigerian local content laws, if applicable to the sector

Suggested Schedules

1. Schedule 1 - Services Description: Detailed technical specifications and scope of software development services

2. Schedule 2 - Service Levels and KPIs: Detailed metrics, measurement methods, and penalties/rewards

3. Schedule 3 - Charges and Payment: Detailed pricing structure, rate cards, and payment milestones

4. Schedule 4 - Data Processing Agreement: Specific terms for compliance with NDPR and data protection requirements

5. Schedule 5 - Security Requirements: Detailed security protocols, standards, and compliance requirements

6. Schedule 6 - Project Plan: Timeline, milestones, and delivery schedule

7. Schedule 7 - Governance and Reporting: Meeting schedules, reporting requirements, and escalation procedures

8. Schedule 8 - Form of Change Order: Template for documenting and approving changes to services

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions



























































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Relevant Industries

Information Technology

Banking and Financial Services

Telecommunications

Healthcare

E-commerce

Manufacturing

Oil and Gas

Education

Government and Public Sector

Professional Services

Insurance

Retail

Relevant Teams

Legal

Information Technology

Procurement

Finance

Compliance

Information Security

Risk Management

Operations

Project Management Office

Vendor Management

Software Development

Quality Assurance

Technical Operations

Relevant Roles

Chief Technology Officer

Chief Information Officer

IT Director

Software Development Manager

Project Manager

Procurement Manager

Legal Counsel

Contract Manager

Compliance Officer

Information Security Officer

Technology Risk Manager

Operations Director

Chief Financial Officer

Technical Program Manager

Vendor Management Officer

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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