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Master Development Agreement Template for United States

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Key Requirements PROMPT example:

Master Development Agreement

"Need a Master Development Agreement for a software development partnership starting January 2025, where we'll be the primary developer creating multiple enterprise applications for a healthcare client, with specific focus on data protection and HIPAA compliance."

Document background
The Master Development Agreement is utilized when parties anticipate an ongoing development relationship involving multiple projects or phases. This contract type provides a standardized framework that reduces negotiation time for subsequent projects while ensuring consistent terms across all development work. It typically includes detailed provisions for intellectual property rights, confidentiality, change management, and risk allocation. In the U.S. jurisdiction, this agreement is particularly valuable for complex, long-term development relationships where flexibility and scalability are essential.
Suggested Sections

1. Parties: Identification and details of all contracting parties

2. Background/Recitals: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Scope of Development: Detailed description of development work to be performed

5. Project Management: Governance structure, reporting requirements, and decision-making processes

6. Intellectual Property Rights: Ownership and licensing of developed IP

7. Payment Terms: Compensation, payment schedule, and related financial terms

8. Term and Termination: Duration and conditions for ending the agreement

Optional Sections

1. Change Control: Process for managing changes to scope - recommended for complex projects with likely scope changes

2. International Compliance: Cross-border requirements and compliance - necessary when development involves multiple jurisdictions

3. Source Code Escrow: Terms for source code protection - applicable for software development projects

4. Data Protection: Specific data handling requirements - required when personal or sensitive data is involved

Suggested Schedules

1. Statement of Work: Detailed technical specifications and deliverables

2. Project Timeline: Milestones and delivery dates

3. Price Schedule: Detailed breakdown of costs and payment terms

4. Service Levels: Performance metrics and standards

5. Security Requirements: Security protocols and standards to be followed

6. Key Personnel: List of key personnel and their roles in the development project

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses































Industries

Federal Contract Law: Fundamental principles of contract formation, enforcement, and remedies under US federal law

Intellectual Property Laws: Federal laws including Patent Act, Copyright Act, and Trademark Act governing the protection of intellectual property rights

Securities Laws: Federal regulations governing securities and financial instruments, if applicable to the development agreement

Antitrust Laws: Sherman Act and Clayton Act provisions preventing anti-competitive practices and monopolies

Foreign Corrupt Practices Act: Federal law prohibiting bribery of foreign officials for business purposes, relevant for international development

State Contract Laws: State-specific contract regulations and requirements that may affect the agreement

Uniform Commercial Code: State-adopted standardized business laws governing commercial transactions

State Business Codes: State-specific regulations governing business operations and professional conduct

Industry-Specific Regulations: Sector-specific rules such as FDA regulations, software standards, or construction codes depending on development type

Data Protection Laws: Privacy regulations including GDPR, CCPA, and HIPAA governing data handling and protection

Employment Laws: Federal and state labor regulations including Fair Labor Standards Act and contractor classifications

Insurance Requirements: Legal requirements for professional liability and insurance coverage in development projects

Dispute Resolution Laws: Federal Arbitration Act and state laws governing conflict resolution and jurisdiction

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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