System development and systems integration agreements
Produced in partnership with Fieldfisher
System development and systems integration agreements

The following TMT practice note produced in partnership with Fieldfisher provides comprehensive and up to date legal information covering:

  • System development and systems integration agreements
  • Development methodology
  • Waterfall
  • Waterfall contracts
  • Criticism of waterfall
  • Agile
  • Agile contracts
  • Incorporating other software
  • Hardware
  • Development as part of a wider project
  • More...

System development agreements govern a wide range of projects from the straightforward to the large, complex and costly. The objective is usually simple: to create an IT system meeting the customer’s needs in a trouble-free way, by an agreed time and for an agreed price. However, this simple ambition often masks a mass of complexity reflecting the underlying complexity of IT systems themselves.

Practical matters, including the methodology for the project, the components of the system and how the system should work in real-life conditions, fundamentally affect the issues that a development agreement must address. Without a clear working knowledge of the commercial and technical issues, there is a good chance that lawyers will produce contracts which are divorced from reality and inadequately address the risks.

In addition, development contracts contain a mixture of contract, intellectual property and commercial issues which can look standard to the uninitiated but in fact vary widely in order to accommodate specific project requirements.

This Practice Note covers the following key issues:

  1. Development methodology

  2. Incorporating other software

  3. Hardware

  4. Development as part of a wider project

  5. Specification stage

  6. Project management, timing and quality of approach

  7. Acceptance testing

  8. Systems integration

  9. Intellectual property rights

  10. Software warranties

  11. Escrow

  12. Payment

  13. Dependencies

  14. Limitation of liability

  15. Confidentiality and exclusivity

  16. Termination

  17. Checklist

  18. Case examples

See also Precedents: Systems integration agreement—pro-customer and Systems integration agreement—pro-supplier.

Development methodology

Development methodology refers to the way in

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