SOFTWARE DEVELOPMENT AGREEMENT
THIS AGREEMENT is made on [Date],
BETWEEN:
[Client Name], of [Client Address] (“Client”)
AND
[Developer Name], of [Developer Address] (“Developer”).
WHEREAS
- The Client desires to engage the Developer to design, develop, and deliver certain software as described herein; and
- The Developer has the expertise and agrees to provide such services under the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. DEFINITIONS
1.1 “Software” means the computer program(s), including source code, object code, documentation, and all related materials to be developed by Developer as described in [Exhibit A – Project Specifications].
1.2 “Services” means all work performed by Developer under this Agreement, including design, development, testing, installation, and support as described in [Exhibit A].
2. SCOPE OF WORK
2.1 The Developer shall design, develop, and deliver the Software according to the specifications, milestones, and deadlines set out in [Exhibit A – Project Specifications].
2.2 Any changes to the scope, specifications, or schedule must be agreed upon in writing by both parties.
3. PAYMENT TERMS
3.1 The Client agrees to pay the Developer as follows:
- Total Fee: [Total Amount]
- Payment Schedule: [e.g., 30% upon signing, 40% upon delivery of beta version, 30% upon final acceptance]
3.2 Invoices will be submitted by Developer according to the payment schedule. Payment is due within [Number] days of receipt of each invoice.
3.3 Late payments may incur interest at a rate of [Interest Rate]% per month.
4. INTELLECTUAL PROPERTY
4.1 Unless otherwise specified, upon full payment, all intellectual property rights in the Software (excluding any third-party materials or pre-existing Developer materials) shall be assigned to the Client.
4.2 The Developer retains ownership of all tools, libraries, and pre-existing code not specifically developed for the Client, but grants the Client a non-exclusive, perpetual license to use such materials as part of the Software.
4.3 The Developer represents that the Software will not infringe any third-party intellectual property rights.
5. CONFIDENTIALITY
5.1 Each party agrees to keep confidential all information obtained from the other party that is marked as confidential or would reasonably be considered confidential.
5.2 This obligation shall survive termination of this Agreement for a period of [Number] years.
6. WARRANTIES AND REPRESENTATIONS
6.1 The Developer warrants that:
- The Software will substantially conform to the specifications in [Exhibit A] for a period of [Warranty Period, e.g., 90 days] after delivery.
- The Services will be performed in a professional and workmanlike manner.
6.2 The Developer does not warrant that the Software will be error-free or uninterrupted.
6.3 Except as expressly stated, all other warranties, express or implied, are disclaimed.
7. ACCEPTANCE TESTING
7.1 Upon delivery, the Client shall have [Number] days to test the Software and notify the Developer of any non-conformities with the specifications.
7.2 The Developer shall, at no additional cost, correct any non-conformities identified during the acceptance period.
7.3 The Software shall be deemed accepted upon the earlier of written acceptance by the Client or the expiration of the acceptance period without notice of non-conformity.
8. TERM AND TERMINATION
8.1 This Agreement shall commence on [Effective Date] and continue until completion of the Services, unless terminated earlier as provided herein.
8.2 Either party may terminate this Agreement by giving [Notice Period Days] days’ written notice to the other party.
8.3 Upon termination, the Client shall pay for all work completed up to the termination date.
8.4 Sections regarding Intellectual Property, Confidentiality, Warranties, Limitation of Liability, and Governing Law shall survive termination.
9. LIMITATION OF LIABILITY
9.1 Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for indirect, incidental, or consequential damages.
9.2 In any event, the Developer’s total liability under this Agreement shall not exceed the total fees paid by the Client.
10. INDEPENDENT CONTRACTOR
10.1 The Developer is an independent contractor and nothing in this Agreement shall create an employer-employee, partnership, or joint venture relationship.
11. NOTICES
11.1 All notices under this Agreement shall be in writing and delivered to the addresses above, or such other address as either party may designate in writing.
12. GOVERNING LAW
12.1 This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
13. ENTIRE AGREEMENT
13.1 This Agreement, including all exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
13.2 Any amendments must be in writing and signed by both parties.
14. SEVERABILITY
14.1 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
15. ASSIGNMENT
15.1 Neither party may assign or transfer this Agreement without the prior written consent of the other party.
16. FORCE MAJEURE
16.1 Neither party shall be liable for any failure or delay in performing its obligations due to causes beyond its reasonable control, including but not limited to acts of God, war, or natural disasters.
17. COUNTERPARTS
17.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all together shall constitute one and the same instrument.
Disclaimer
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
CLIENT:
Name: __________________________
Title: ___________________________
Signature: _______________________
Date: ___________________________
DEVELOPER:
Name: __________________________
Title: ___________________________
Signature: _______________________
Date: ___________________________
