Overview
We drafted an agreement for software development, licencing and support along with another agreement with just the licensing and support elements. We also provided the client with a data processing agreement very much tailored for them.
Context and Challenge
Our client was an established software development business but they had been working off contracts that they had been using for a while which weren’t great. They had landed a large customer but their customer’s legal team weren’t happy with the contracts that our client had sent them so our client wanted us to draft new contracts that would work.
No great challenge initially other than to produce the contracts quickly because our client’s customer was waiting for them. When later we understood that a DVLA tool was being integrated with our client’s software we had to address this carefully (see below).
Process and Insight
We reviewed the contracts that the client was currently using and discussed them with the client so that we understood the commercial framework that our client was working on – mainly the service level response times and service credits mechanism.
We checked with the client that they wanted to follow the waterfall method of developing their software rather than the agile method. They wanted waterfall.
We then produced a first draft of the agreement covering development, supply, licensing and support of the software and refined the agreement in consultation with the client.
Our client then told us that their newly developed software would be integrating with a tool developed by the DVLA so we had to address that firstly by looking at the DVLA contract and then figuring out how to best deal with these arrangements and the DVLA requirements in the software contracts.
Solution
We produced the software development agreement which took on board the DVLA tool element with suitable disclaimers.
Once this agreement was ready we produced the other agreement which covered licensing and support only (for the client’s off the shelf products). While this contract wasn’t needed for the large project that our client was about to do, it made sense to produce this kind of contract now because it would work for our client’s future customers who would be using software that our client had already developed. It was more cost effective for the client to have this agreement done now rather than to come back to us at a later date.
We also provided out client with a data processing agreement that was tailored to address the DVLA requirements.
Results
Our client sent our contract and DPA to their customer who requested very minor changes. The parties were therefore able to sign up to the documentation quickly and our client could receive their advance payment and start the development work in good time.
