The Master Software Development Agreement is essential for organizations engaging in long-term software development relationships in Singapore. It provides the legal framework for multiple development projects, covering critical aspects such as IP rights, confidentiality, data protection under PDPA, and development methodologies. This master agreement structure allows parties to execute individual statements of work without renegotiating basic terms, while ensuring compliance with Singapore's technology and business laws. It's particularly valuable for complex, ongoing development relationships requiring clear governance and risk management.
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1. Parties: Identification of contracting parties with full legal names and addresses
2. Background: Context of the agreement and high-level objectives
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 project execution, reporting, and governance
6. Intellectual Property Rights: Ownership and licensing of IP created during development
7. Payment Terms: Fees, payment schedule, and invoicing procedures
8. Confidentiality: Protection of confidential information and trade secrets
9. Term and Termination: Duration of agreement and termination provisions
1. Change Control: Process for managing changes to scope or requirements - recommended for complex projects with likely scope changes
2. Service Levels: Performance metrics and service level commitments - recommended when specific performance standards are required
3. Data Protection: PDPA compliance and data handling requirements - required when personal data processing is involved
4. Source Code Escrow: Terms for source code deposit and release - recommended when source code access is critical for business continuity
5. Non-Solicitation: Restrictions on hiring each other's employees - recommended when protecting against staff poaching is important
1. Statement of Work: Detailed technical specifications and deliverables
2. Service Level Agreement: Detailed performance metrics and remedies
3. Price Schedule: Detailed breakdown of fees and payment milestones
4. Change Request Template: Standard form for requesting and documenting changes
5. Security Requirements: Technical and organizational security measures
6. Acceptance Test Criteria: Criteria and procedures for accepting deliverables
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