Standard documents

A master services agreement for the procurement of software development and related services. While drafted in favor of the customer, this Standard Document aims to be reasonable and includes provisions commonly negotiated in software development  agreements. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

A standard invitation to tender (ITT) document that can be used by a private sector purchaser of services. For a public sector purchaser of services, see Standard document, Invitation to tender (public sector). For the second part of the ITT, the questions for tenderers, see Standard document, Invitation to tender (prvate sector): questions for tenderers . To ensure that this standard document is the best starting point for you we would appreciate your views. Please e-mail your comments to: ipanditfeedback@practicallaw.com.

An agreement for transferring ownership of certain domain names from a seller to a buyer. This Standard Document is drafted to be used as a stand-alone contract, and includes standard representations, warranties and other risk-allocation provisions typical in stand-alone domain name transactions. It is drafted in a manner that aims to be reasonable, and includes provisions that are common to negotiated agreements. This Standard Document has integrated notes with important explanations, alternative provisions and drafting and negotiating tips. The drafting notes also identify provisions that may be omitted if the domain name transfer agreement is being executed as an ancillary document to a larger transaction agreement, for example an asset purchase agreement or trademark sale or license.

A specimen data licence, drafted from the perspective of the licensor, for use where a supplier in the financial services sector is supplying data to a customer and granting it a licence to redistribute the data to the customer's subscribers.

A specimen agreement for the deposit of source code in escrow issued by the NCC Group. This particular NCC Group agreement is for use only where the source code is deposited at the request of a single user.

An agreement between a database provider and a value-added reseller of that provider's products, drafted from the database provider's point of view. Personal data will be transferred to the VAR and the end-users, all of whom are located outside the EEA.

An agreement for the license of standard or lightly customized software by the holder of licensable rights in the software to a company for use in its business, drafted with terms favorable to the licensee. This Standard Document has integrated notes with important explanatory drafting and negotiating tips.

A standard set of terms and conditions for to be used in conjunction with purchase orders when contracting to buy IT equipment, drafted from the purchaser's perspective.

A suggested statement of policy on the use of open-source software (OSS) within an organisation covering issues relating to the use of OSS within products and services that the organisation uses internally or develops to sell.

A memorandum to the board of directors of a company which describes in high-level terms the nature of open-source software, the risks it represents and the steps that the company can take to mitigate these.

A specimen agreement for the purchase of IT services, drafted from the customer's perspective.

A specimen database sale agreement, drafted from the perspective of the buyer, for use where the buyer is acquiring a database which does not contain any personal data and which may or may not form part of a larger asset purchase transaction.

An agreement for placing and maintaining software source code, documentation and related materials in escrow with a third-party escrow agent under the terms of a software license agreement. It assumes that the parties are business entities or other organizations consisting of a single software licensor, a single software licensee and an independent escrow agent. It includes provisions commonly used in escrow agents' standard form source code escrow agreements but differs from those agreements by setting out in greater detail each party's rights and responsibilities. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

A master agreement for a business to procure Software as a Service (SaaS) services for its internal business end use and, optionally, the use of its authorized affiliates, clients or customers. The document includes service availability (uptime) and support requirements and provides service credits for nonconforming performance. While drafted in favor of the SaaS customer, this master software as a service agreement aims to be reasonable and includes commonly negotiated provisions. This Standard Document has integrated notes with explanations and drafting tips.

An agreement to perform support services for specified on-site software or remotely-accessed software services (SaaS) that provides credits to the software licensee or SaaS customer if the service provider fails to meet required service levels. This Standard Document has integrated notes with important explanatory drafting and negotiating tips and is presented in the form of a schedule to be attached to a main agreement. It can also be readily converted to a free-standing agreement.

A specimen data processing agreement, drafted from the perspective of the supplier, for use where a supplier is processing personal and non-personal data in accordance with a customer's instructions and personal data is transferred outside the EEA.

Specimen outsourcing agreement which is primarily for use in relation to the outsourcing of less complex, non-IT or non-IT enabled services. It is designed for use where the services are being outsourced for the first time on a long-term basis and covers the transfer of employees to the supplier, and the transfer of assets where appropriate. Where the services that are being outsourced are IT or IT-enabled services, or other complex services (including most business process or financial services outsourcing arrangements) the Outsourcing agreement: long form should be used.

An agreement for the assignment of all intellectual property rights in fully-developed software.

Guidelines for preparing a project initiation document, as typically used by the customer at the beginning of an outsourcing project in order to define the project and set up the necessary project-management controls.

A specimen data processing agreement, drafted from the perspective of the supplier, for use where a supplier is processing (non-personal) data in accordance with a customer’s instructions.

An independent contractor agreement between an independent contractor (a self-employed individual) and a client company for consulting or other services. This Standard Document is drafted in favor of the client company. This Standard Document has integrated notes with important explanations and drafting tips.

This standard document end-user licence agreement is to be used in the context of a mobile application that is downloaded or streamed electronically onto a mobile phone or other handheld device, such as a tablet.

A policy on the use of free and open source software (FOSS) by a company for its internal operations or products or services it develops for distribution to third parties. This policy can be used as a stand-alone policy document, incorporated by reference in a general company IT policy or included in an employee handbook in abbreviated form. It is jurisdiction neutral but must be tailored to suit the organization's managerial structure, resources and strategic goals. State or local law may impose additional or different requirements but this document will be useful and relevant to employers in every state. This Standard Document has integrated notes with important explanations and drafting tips.

An agreement between the parties to a business sale agreement relating to the computer system or information technology (IT) systems used by the business.

Specimen parent company guarantee guaranteeing the obligations of the supplier providing services under an outsourcing agreement. The guarantee is drafted from the perspective of the customer who requires the financial and performance obligations of the supplier under an outsourcing agreement to be guaranteed by the supplier's parent or other company.  

An agreement between a database provider and a value-added reseller of that provider's products, drafted from the database provider's point of view.

An anti-corruption and bribery policy, designed to give workers guidance on countering bribery and corruption and to assist employers in complying with the Bribery Act 2010.

A specimen data processing agreement, drafted from the perspective of the supplier, for use where a supplier is processing personal and non-personal data in accordance with a customer's instructions, personal data is transferred outside the EEA and supplier data is combined with customer data.

An agreement, drafted from the customer's point of view, in which a software supplier agrees to develop and supply a mobile application, to assign the intellectual property rights in it to the customer and to maintain it.

A policy for use by a business that offers a mobile app on a website, offers services through the app, collects non-sensitive personal data in connection with an individual’s use of the app and those services and stores and uses the data for the purpose of supplying those services and for contacting users with direct marketing information.

Specimen agreement for the provision of maintenance services by the supplier of the relevant software, drafted so as to highlight provisions which may be desirable from the customer's point of view.

A set of terms and conditions for use when contracting to supply IT services, drafted from the supplier's perspective.

A policy for employers that wish to allow their employees to use their own smartphones, tablets or other mobile devices for work either while at the office or during nonworking hours. This policy can be incorporated into an employee handbook or used as a stand-alone policy document. This Standard Document applies only to private workplaces and is jurisdiction neutral. State or local law may impose additional or different requirements, but this document will be useful and relevant to employers in every state. This Standard Document has integrated notes with important explanations and drafting tips.

Specimen outsourcing agreement, primarily for use where the outsourcing is for a short period and the customer is to retain ownership or control of the main assets used by the service provider, drafted so as to highlight provisions which may be desirable from the point of view of the recipient of services.

Terms and conditions governing a contract between a wireless internet service provider and a customer, designed to give the customer's employees access to a network of wireless hotspots.

A specimen data licence, drafted from the perspective of the licensor, for use where a supplier in the financial services sector is supplying data to a customer and granting it a licence to redistribute the data to the customer's subscribers. Personal data will be transferred to the customer and its subscribers, all of whom are located outside the EEA.

A memorandum to the board of directors on the Bribery Act 2010, explaining why action is required and what actions should be taken.

An agreement for the provision of software support services to a company licensing the software, drafted with terms favorable to the provider. This Standard Document has integrated notes with important explanatory drafting and negotiating tips.

A shrink-wrap licence agreement for off-the-shelf standard software.

A policy for employers that wish to allow their employees to use their own smartphones, tablets or other mobile devices for work either while at the office or during non-working hours. This policy applies only to private workplaces in the UK. Among other things, it deals with acceptable use, information security, expectations of privacy, the employer's right of access, and issues surrounding technical support and responsibility for running costs. Drafting notes for this standard document will be available in due course.

An agreement drafted from the supplier’s point of view, in which the supplier agrees to provide support and maintenance for certain hardware supplied by the supplier.

An agreement that is intended for use where the supplier will provide a service consisting of the integrated management of personnel, equipment, materials, software and telecoms services. It is drafted slightly in favour of the supplier, but is nevertheless a reasonably balanced document.