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Master Software Development Agreement Template for United States

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Key Requirements PROMPT example:

Master Software Development Agreement

"I need a Master Software Development Agreement for my tech startup to engage an offshore development company for ongoing mobile app development projects starting March 2025, with specific focus on IP protection and milestone-based payments."

Document background
The Master Software Development Agreement serves as the primary governing document for software development relationships in the United States. This contract type is essential when organizations engage in ongoing software development projects, providing a framework that can be applied to multiple projects while maintaining consistent terms and conditions. It includes detailed provisions for intellectual property rights, confidentiality, project management, quality standards, and dispute resolution. The agreement is particularly valuable for long-term development relationships and complex projects requiring clear governance and risk management structures.
Suggested Sections

1. Parties: Identification and details of the parties entering into the agreement

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

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

5. Project Management: Processes for managing the development project, including methodology and reporting

6. Intellectual Property Rights: Ownership and licensing of IP created during development

7. Payment Terms: Fees, payment schedule, and related financial terms

8. Confidentiality: Protection of confidential information exchanged during the project

9. Term and Termination: Duration of agreement and termination conditions

Optional Sections

1. Change Control: Process for managing changes to project scope - recommended for complex projects with likely scope changes

2. Service Levels: Performance metrics and standards - recommended when specific performance requirements need to be measured

3. Security Requirements: Specific security standards and compliance requirements - recommended when handling sensitive data

4. Source Code Escrow: Terms for source code protection and access - recommended when source code protection is critical for the client

5. Insurance Requirements: Specific insurance coverage requirements - recommended for high-value or high-risk projects

Suggested Schedules

1. Statement of Work: Detailed technical specifications and deliverables

2. Service Level Agreement: Detailed performance metrics and measurement criteria

3. Rate Card: Detailed pricing structure and rates for different services

4. Project Timeline: Detailed project schedule and milestones

5. Acceptance Testing Criteria: Specific criteria for accepting deliverables

6. Security Standards: Detailed security requirements and compliance standards

7. Change Request Template: Standard form for requesting and documenting changes

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

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Industries

Copyright Act: Federal law (17 U.S.C.) governing copyright protection for original works of authorship, including software code and documentation

Patent Act: Federal law (35 U.S.C.) protecting novel, non-obvious inventions and technological innovations that may be embedded in the software

Defend Trade Secrets Act: Federal law providing protection for trade secrets and confidential business information in software development

Lanham Act: Federal trademark law protecting brands, logos, and other distinctive marks associated with the software

State Data Protection Laws: Various state-specific laws (e.g., CCPA, SHIELD Act) governing data privacy and protection requirements

Federal Data Protection Laws: Sector-specific federal laws including HIPAA (healthcare), GLBA (financial), and COPPA (children's data)

Uniform Commercial Code: State-adopted uniform law governing commercial transactions, including software licensing and sales

Statute of Frauds: State law requirements for certain contracts to be in writing to be enforceable

Export Control Regulations: Federal regulations (EAR and ITAR) controlling the export of software and technical data to foreign countries

Federal Trade Commission Act: Federal law prohibiting unfair or deceptive trade practices in commerce, including software development and licensing

E-SIGN Act: Federal law ensuring the legal validity of electronic signatures and records in commercial transactions

UETA: Uniform state law providing legal framework for electronic transactions and signatures

Magnuson-Moss Warranty Act: Federal law governing written warranties on consumer products, including software warranties

Federal Arbitration Act: Federal law governing arbitration procedures and enforcement of arbitration agreements

Work-for-hire Doctrine: Legal concept under copyright law determining ownership of works created by employees or contractors

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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