Matters to be addressed include:
Background – describe the contracting parties and why each is entering into the contract
Start date
The technology – describe what the technology does, its current state of development and its likely development path in the future. Detail any technology transfer from Company A to Company B
Technology development services – describe the procedure for developing new technology, including functional requirements, technical specifications and an implementation plan. Detail arrangements for beta and acceptance testing. Outline the process for changing specifications during the project, how and what Company B will be paid and address the issue of ownership of the technology developed
Technology support and maintenance services - describe the maintenance services and response times including help desk, support, bug fixes and updates, upgrades, installation, replacement parts, manuals, training and support and maintenance fees
Technology licence – specify whether the licence is royalty free or should incur a fee, who owns it, whether it is transferable and its permitted uses
Minimum purchase requirements - possible guarantees from Company A to buy a specified amount of maintenance, support and development services per annum
Confidentiality – detail the information that might be disclosed and protection measures
Liability – including a description of any limitations of liability
Exclusivity - specify whether Company A can buy technology development and support services from other suppliers
Operational details – including the flow of work, communication, reporting requirements
Term of the contract
A range of other clauses covering issues such as sub contracting, poaching and audit and inspection may need to be included.
