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Software Subcontractor Agreement Template for Canada

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Key Requirements PROMPT example:

Software Subcontractor Agreement

"I need a Software Subcontractor Agreement for hiring a Vancouver-based development team to work on our fintech application, with specific provisions for handling banking data and API integration work starting March 2025."

Document background
The Software Subcontractor Agreement is essential for businesses operating in Canada that need to engage external software development resources while maintaining a primary contractor relationship with an end client. This document is typically used when a primary software contractor needs to delegate specific development tasks or entire project components to specialized subcontractors. The agreement ensures compliance with Canadian federal and provincial regulations, including intellectual property laws, privacy requirements (PIPEDA), and employment standards. It contains detailed provisions for project delivery, quality standards, code ownership, confidentiality, and liability allocation, while maintaining alignment with the primary contract terms. The document is particularly crucial in complex software development projects where clear delineation of responsibilities, deliverables, and legal obligations is essential for project success.
Suggested Sections

1. Parties: Identification of the main contractor and subcontractor, including full legal names and addresses

2. Background: Context of the agreement, including reference to the main contract and reason for subcontracting

3. Definitions: Defined terms used throughout the agreement, including technical terms specific to software development

4. Scope of Services: Detailed description of the software development services to be provided by the subcontractor

5. Project Management: Process for managing the project, including reporting lines, milestones, and approval procedures

6. Payment Terms: Compensation, payment schedule, expenses, and invoicing procedures

7. Intellectual Property Rights: Ownership and licensing of pre-existing IP and newly developed software

8. Confidentiality: Protection of confidential information and trade secrets

9. Data Protection: Obligations regarding data handling, security, and privacy compliance

10. Warranties and Representations: Guarantees regarding service quality, compliance with laws, and authority to contract

11. Liability and Indemnification: Allocation of risks and responsibilities between parties

12. Term and Termination: Duration of agreement and circumstances for termination

13. General Provisions: Standard legal clauses including notices, amendments, governing law, and dispute resolution

Optional Sections

1. Source Code Escrow: Required when source code needs to be held in escrow for security or business continuity

2. Non-Competition: Include when protecting against competitive activities is crucial

3. Insurance Requirements: Detailed insurance obligations when specific coverage types and amounts are required

4. Security Clearance: Include for projects requiring specific security clearances or background checks

5. Disaster Recovery: Required for critical systems where business continuity is essential

6. Export Control: Include for software that may be subject to international trade restrictions

7. Third-Party Software: Required when incorporating third-party software or open-source components

8. Service Levels: Include when specific performance metrics and penalties need to be defined

Suggested Schedules

1. Schedule A - Statement of Work: Detailed technical specifications, deliverables, and project timeline

2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones

3. Schedule C - Service Levels: Performance metrics, response times, and quality standards

4. Schedule D - Security Requirements: Specific security protocols and requirements

5. Schedule E - Approved Subcontractors: List of pre-approved additional subcontractors if applicable

6. Schedule F - Technical Requirements: Detailed technical specifications and standards

7. Appendix 1 - Contact Details: Key personnel and escalation contacts

8. Appendix 2 - Required Reports: Templates and specifications for required project reporting

Authors

Alex Denne

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

Relevant legal definitions
















































Clauses














































Relevant Industries

Information Technology

Software Development

Digital Services

Technology Consulting

Financial Services

Healthcare Technology

E-commerce

Telecommunications

Government & Public Sector

Education Technology

Manufacturing Technology

Professional Services

Relevant Teams

Legal

Procurement

Information Technology

Software Development

Project Management

Vendor Management

Risk & Compliance

Operations

Business Development

Product Management

Relevant Roles

Chief Technology Officer

Project Manager

Legal Counsel

Procurement Manager

Contract Administrator

Software Development Manager

Technical Lead

IT Director

Vendor Management Specialist

Risk & Compliance Officer

Operations Manager

Business Development Manager

Software Architect

Product Owner

Industries










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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