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How to use this Checklist This Checklist outlines the principal clauses to cover when preparing a software development contract. For deeper commentary on matters mentioned here, consult Practice Note: System development and systems integration agreements and Precedent: Software development agreement. Targeted topics are also addressed in Practice Notes: Software development agreements—fees, expenses and disbursements and Software development—agile method. The Checklist may likewise support the preparation of a brief, non-binding heads of terms; for guidance, see Precedent: Heads of terms—commercial contracts. Use the third column to capture notes or remarks as you progress through the Checklist as it is worked through. Headings include Checklist, Further information and Notes (if any). Checklist Further information Notes (if any) Parties Confirm each party’s legal form and whether any third parties (for example, group affiliates) are intended to benefit under the proposed contract. See Precedent: Parties clause. Confirm whether any third party will underwrite performance or financial obligations. Commencement and duration ...
In this issue: Key developments and materials Air emissions and climate change Energy efficiency and buildings Energy for environmental lawyers Environmental information Environmental permits and consents Environmental taxes, reliefs and incentives ESG and sustainability Hazardous substances and chemicals Nature, biodiversity and habitat conservation Waste Water, flooding and drainage Daily and weekly news alerts New and updated content Key developments and materials Major reforms to environmental regulation to boost growth and protect nature A fresh review, commissioned by Steve Reed and chaired by Dan Corry, reports that today’s environmental regulatory framework is out of date, patchy and overly complicated—failing both nature and economic expansion. It rejects a wholesale ‘bonfire’ of rules. Instead, it sets out 29 proposals to simplify the regime, which the government is actively examining. Under the Plan for Change, it advocates a more agile, streamlined system to spur growth while protecting the natural world. See News Analysis:...
In this issue: Planning Social housing Children’s social care Education Judicial review Environmental law and climate change Public procurement Governance Social care Daily and weekly news alerts New and updated content Planning Modernising planning committees—proposed reforms and implications On 28 May 2025, the Ministry of Housing, Communities and Local Government (MHCLG) opened a technical consultation on changes to planning committees in England, which runs until 23 July 2025. Sitting within implementation of the Planning and Infrastructure Bill, the measures are designed to update how planning choices are made. The package is intended to improve the efficiency, reliability and calibre of decisions nationwide. Through consistent delegation, streamlined committee arrangements, compulsory training and sharper performance measures, government intends to deliver a more agile planning service that underpins sustainable development and boosts economic growth. See News Analysis: Modernising planning committees—proposed reforms and implications. Planning reform working paper—reforming site thresholds The government has issued...
Why do AI contracts differ from typical technology agreements and demand more flexibility? There are several ways in which AI contracts diverge from conventional technology agreements and therefore call for greater flexibility: New risks and applications. AI represents the latest shift in how technology services are delivered. Offerings vary widely by purpose, training and development, deployment, and territorial scope. As with open source code or agile development methods, AI pushes lawyers to craft bespoke warranties, procedures, and controls to address unfamiliar risks (eg data poisoning, biased outputs). Rapid change. AI is evolving and rolling out at speed, so obligations can become stale unexpectedly. At the same time, lawmakers are scrambling to tackle new AI concerns, producing fresh or amended rules (such as the EU AI Act) that can reset compliance expectations within months. Third-party data concerns. AI solutions frequently depend on large volumes of third-party or user-generated data, raising additional issues around rights infringement, handling of sensitive or confidential material, and the possibility of...
Software development—in brief A software development agreement applies when a customer retains or commissions a software developer to design, build, test and, at times, install and maintain tailor-made software. Development activity is also commonly a core element of systems integration agreements as well. These contracts deal with the acquisition, development and integration of an entire IT system, comprising both hardware and software components. The software strand often entails the developer or integrator producing a substantial share of bespoke or modified software. In each scenario, the payment mechanism that sets out which fees the customer must pay (and when those payments fall due) is a crucial feature which—together with other contractual terms, including limits and exclusions on the developer’s liability for contract breach, the calculation of liquidated damages for late delivery by the developer, and the warranties and indemnities the developer gives to the customer—shapes how risk is allocated between the parties involved. The extent to which risk shifts from the customer to the developer will be determined by the...
This Practice Note is a practical guide to auditing and assessing your outsourced IT service delivery. Such a review may take place before entering a new IT outsourcing arrangement, or under an existing outsourcing agreement pursuant to benchmarking provisions. Background to the review of IT services Technology refresh is vital for boosting efficiency and staying competitive. Historically, organisations would complete a full IT refresh roughly every five to seven years (shorter in some sectors), with smaller, interim development initiatives between major refresh cycles. For further detail on legacy IT refresh, see Practice Note: Legacy IT systems. The long-standing appeal of IT outsourcing lies in reducing both financial outlay and staffing devoted to operating and enhancing IT operations and infrastructure, so those resources can be redirected to other strategic priorities. In addition, the emergence of new technologies—particularly those using the cloud—is central to driving digital transformation and supporting a more agile engagement with IT services. See Practice Notes: The evolution of IT outsourcing Key...
Agile software development approaches are now widespread within the IT industry and are increasingly recommended as a superior alternative to the traditional waterfall development model. Nonetheless, contracting for Agile software development initiatives remains difficult. Many standard software development agreements were crafted for the waterfall approach and can be challenging to align with the principles that underpin Agile ways of working... What is Agile? ‘Agile’ is a collective term covering a range of software development methods (including Scrum, Extreme Programming (XP), Crystal Clear and Dynamic Systems Development Method (DSDM)). A comprehensive review of these methods sits beyond the scope of this Practice Note. For further detail on how Agile development models function in practice, see Bird & Bird’s Position Paper: Contracting for Agile software development projects... Waterfall v Agile Software Methodologies—key distinctions The waterfall model The hallmark of the waterfall model is its sequential character—software is developed through a single, linear process. The project is segmented into distinct phases (ie design, coding, testing and deployment), culminating...
This Agreement is entered into on [ date ] Parties 1 [ insert name of supplier ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] with its registered office at ] [ insert address ] ( Supplier ); and 2 [ insert name of customer ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] with its registered office at ] [ insert address ] ( Customer ) (each of the Supplier and the Customer is a party, and together the Supplier and the Customer constitute the parties). Background (A) The Customer [ insert information about the business of the Customer ] seeks to [ insert objectives of the project ]. (B) The Supplier supplies [ insert business of the Supplier ] and holds experience in [ insert services being procured ]. (C) The parties have decided...