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Termination – For Cause or For Convenience?

When negotiating a contract, it is important to consider the termination provisions. If the contract is no longer commercially attractive, will you be able to terminate?   Atos IT S...

Who is responsible for payments if a contract is terminated?

Whether you (the client/customer) have an obligation to pay when a contract has been terminated depends on the reason for termination, the timing of the termination, which party terminated...

What rights can you not sign away in a contract?

The power to contract is extremely broad, but that doesn’t mean the power is limitless. You can’t contract to perform illegal activities and you certainly can’t contract away constit...

Can I Exclude a Loss of Profits in My Limitation of Liability Clause?

Landing a huge contract is exciting - and risky! The stakes are high when a large proportion of your business’ resources are dedicated to an important project - especially if the contrac...

Overview of Software Development Agreement

Overview of Software Development Agreement   What is this document? A Software Development Agreement is an agreement between a developer and a customer, where the developer will be devel...

Software Development Master Services Agreements Part IX: Acceptance of the Delivered Work in an MSA

ACCEPTANCE OF THE DELIVERED WORK For the vendor in a Master Services Agreement (MSA), acceptance of their delivered work is usually a required customer step before payment. With speci...

Software Development Master Services Agreements Part VIII: Customer Responsibilities from the Vendor’s Point of View in an MSA

CUSTOMER RESPONSIBILITIES WANTED FROM THE VENDOR We have all run into this problem at some point in our business lives: trying to get a project or task done but you have to wait on another pers...

What legal agreements should be signed before giving a project to a software developer?

You had a brilliant idea, set up your company, and now it’s finally time to make your dreams a reality and bring your product to life! When hiring a developer to help build your softwa...

Software Development Master Services Agreements Part VII: The Term of an MSA

TERM OF A MASTER SERVICES AGREEMENT The term of a consulting agreement that is a Master Services Agreement (MSA) may be for an extended period, because the scope of work may, in fact, be a series ...

Software Development/Master Services Agreements Part VI: Payment Terms

DEPOSIT/RETAINER We had discussed the payment of a deposit or retainer prior to commencement of the services within Part II of this series. Once the engagement commences, invoicing made by the ve...

Software Development/Master Services Agreements Part V: Compensation Levers

SUCCESS FEES AND DISCOUNTS Fees discounts and/or success fees may be applied and this can either be formalized or discretionary. For example a discount may be applied in the event that the transactio...

Software Development/Master Services Agreements Part IV: Compensation in Cash and Alternative Forms of Compensation

COMPENSATION Compensation in cash (or freely available funds, which could also mean payment by cheque, bank draft, wire transfer, email money transfer and so on) is the most common form of compensa...

Software Development/Master Services Agreements Part III: Fee Estimates/Quoting/Fee Caps/Fixed Fee

In a previous post, we discussed how payment in a software development agreement as a Master Service Agreement (MSA) may be separated into phases and various clauses that can protect either party. Now...

Software Development/Master Services Agreements Part II: Fees, Deposits, Refunds, and Good Faith

Now that you have decided to work together, whether you are the client or the software developer, how are you going to decide the timing of payments for work performed under a software development agr...

Software Development/Master Services Agreements Part I: Determining the Scope of Work in an MSA

INDEPENDENT CONTRACTORS As any business, if you do not have the skills necessary to create software that your company needs, you can look towards independent contractors. When entering into a softw...
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