Software Services Agreement

Updated atMarch 2010

THIS AGREEMENT MADE at..................... on this............... day of................... 20......


............................Limited a company registered under the Companies Act, 1956 and having its registered office at.................................. (Hereinafter referred to as "CLIENT") which expression shall unless it be repugnant to the context or otherwise be deemed to include its successors and assignees.


............................Limited a company registered under the Companies Act, 1956 and having its registered office at.................................. (Hereinafter referred to as "SUPPLIER") which expression shall unless it be repugnant to the context be deemed to include its successors and assignees.

WHEREAS the CLIENT has approached the SUPPLIER for writing certain software programs as described in this agreement.

WHEREAS the SUPPLIER agrees to write software programs for the client and to provide such other services described in and upon the terms and conditions contained in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and obligations between the parties it is agreed as follows:

I - Definitions

In this Agreement, unless the context otherwise requires, the following expression shall have the meaning hereinafter assigned to them:

  1. Acceptance Date: means the date on which the Programs are accepted [or deemed to be accepted] by the Client;

  2. Budget: means the budget giving all the relevant details as to quality, quantity and projected cost etc., to be prepared and agreed for each Budget Year;

  3. Budget Year: means each period of 12 months or less in the event of a termination during the currency of the agreement;

  4. Completed Programs: means fully installed, and tested and accepted programs;

  5. Equipment: means the Client's computer hardware and associated peripherals equipment specified in Schedule or such other equipment as may be agreed between the parties;

  6. Execution Plan: means the time Schedule for the completion of the Phases of preparation and delivery of the Programs as specified in Schedule...

  7. Finishing Date: means the date specified in the Execution Plan by which the Supplier is to provide the Completed Programs, or such extended date as may be set pursuant to any provision of this Agreement;

  8. Guidance Plan: means the training provided by the Supplier for the use of the Programs by the Client's staff the details of which are set out in Schedule

  9. Maximum Cost: means the sum specified in Schedule.

  10. Operative Specifications: means the specification in accordance with which the Programs are to be written;

  11. Operating Manuals: means the operating manuals to be prepared by the Supplier;

  12. Operation Criteria: means the criteria which is intended that the Programs shall fulfill as specified in the Operative Specifications subject to the tolerances, limitations and exceptions stated in the Operative Specifications;

  13. Phase: means a Phase of the Execution Plan;

  14. Price: means the price to be paid by the Client for the Services as specified in Schedule.

  15. Programs: means the applications/computer programs to be written by the Supplier;

  16. Services: means the services to be provided by the Supplied under this Agreement;

  17. Testing Date: means the date on which the Supplier attends the program [s] tests on the Client's premises.

    II - Covenant Services to be provided

    (a) The Supplier, under the terms and conditions of this Agreement, agrees to:

    (i) Write the Program [s];

    (ii) Successfully install the Program [s] on the Equipment;

    (iii) Provide the Completed Program [s] by the Finishing Date; and

    (iv) Provide Operating Manuals and training;

    Supplier's Acceptance

    (a) The Supplier accepts that the Programs are to be used by the Client in conjunction with the Equipment and the client's existing _______ operating system.

    (b) The Supplier also accepts that it has been supplied with sufficient information about the Equipment and the said operating system to enable it to write the Programs in accordance with the Operative Specifications for use with the Equipment and the said operating system.

    (c) The Supplier shall not be entitled to any additional payment nor excused from any liability under this Agreement as a consequence of any misinterpretation by the Supplier of any matter or fact relating to the functions, facilities and capabilities of the Equipment or the said operating system.

    Programs Writing

    (a) The Supplier shall write a series of applications programs in __________ language operating under version _______of the ____________ database management system [DBMS].

    (b) The Database Management System shall provide the facilities and functions set out in the Operative Specifications and shall fulfill the Operation Criteria.


    If any alterations are made to the Programs then, the Supplier shall make appropriate modifications to the Operative Specifications, the Operating Manuals and the Guidance Plan to reflect such alterations. The cost of such modifications shall be included in the quotation given by way of an invoice.

    Delivery and installation of Program

    (a) The Supplier shall at the agreed Phase deliver to the Client:

    (i) One copy of the object code of the Programs in machine-readable form on the storage media as specified by the Client;

    (ii) Certified copies of the data and results of tests carried out by the Supplier on all parts of the Programs before delivery; and

    (iii) The Operating Manuals.

    (b) The Supplier shall also successfully install the Programs on the Equipment.

    Operating Manuals

    The Supplier shall prepare and provide the Client with... copies of a set of operating manuals containing sufficient information to enable the Client to make full and proper use of the Programs in combination with the Equipment and the Client's ___________operating system. If the Client requires further copies of the Operating Manuals then, these will be supplied by the Supplier at a reasonable charge.

    Training of staff / employee

    The Supplier undertakes to provide training in the use of the Programs for the Client's staff in accordance with the Guidance Plan. Any additional training required by the Client shall be provided by the Supplier upon reasonable written notice at its...

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