Application Development Agreement Sample

This Application Development Agreement (the “Agreement”) is entered into as of [Insert Date] (the “Effective Date”), by and between [Developer's Name], a [State of Incorporation] corporation with a principal place of business at [Developer's Address] (hereinafter referred to as the “Developer”), and [Client's Name], a [State of Incorporation] corporation with a principal place of business at [Client's Address] (hereinafter referred to as the “Client”).

1: Definitions

In this Agreement, the following terms shall have the following meanings:

• “Application”: The software application to be developed by the Developer for the Client as described in Exhibit A.
• “Confidential Information”: Any and all information that is disclosed by one party to the other under this Agreement and that is identified as confidential or is reasonably understood to be confidential.
• “Deliverables”: The specific milestones and deliverables to be provided by the Developer as outlined in Exhibit B.
• “Intellectual Property Rights”: Any and all patent rights, copyrights, trademarks, trade secrets, and other proprietary rights.

2: Scope of Work

The Developer agrees to design, develop, and deliver the Application to the Client as described in Exhibit A. The Developer shall provide all Deliverables according to the timeline specified in Exhibit B.

Scope Changes: Any changes to the Scope of Work must be documented in writing and approved by both parties. Changes may affect the project timeline and costs.

3: Payment Terms

The Client agrees to pay the Developer the total amount of $[Insert Amount], to be paid in the following manner:

• Initial Payment: $[Insert Amount] due upon signing of this Agreement.
• Milestone Payments: $[Insert Amount] due upon completion of each milestone as outlined in Exhibit B.
• Final Payment: $[Insert Amount] due upon delivery and acceptance of the final Application.

Late Payments: Any payments not made within [Insert Number] days of the due date shall incur a late fee of [Insert Percentage]%.

4: Ownership of Intellectual Property

The Developer acknowledges that all Intellectual Property Rights in the Application shall be the sole and exclusive property of the Client upon full payment of all amounts due under this Agreement.

License to Developer: The Client grants the Developer a non-exclusive, non-transferable license to use the Application solely for the purpose of promoting its development services, provided that such use does not violate any confidentiality obligations.

5: Confidentiality

Each party agrees to maintain the confidentiality of all Confidential Information received from the other party and to use such information only for the purposes specified in this Agreement.

Exceptions: Confidential Information does not include information that (i) is already known to the receiving party, (ii) becomes publicly available through no fault of the receiving party, or (iii) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.

6: Warranties and Representations

The Developer represents and warrants that:

• The Application will conform to the specifications outlined in Exhibit A.
• The Developer has the necessary skills, experience, and resources to perform the services under this Agreement.
• The Application will be free from viruses, malware, and other harmful code.

Disclaimer: Except as expressly provided in this Agreement, the Developer makes no other warranties, express or implied, including any warranties of merchantability or fitness for a particular purpose.

7: Indemnification

The Developer agrees to indemnify, defend, and hold harmless the Client from and against any and all claims, damages, losses, and expenses arising out of or in connection with any breach of this Agreement by the Developer.

Client’s Indemnification: The Client agrees to indemnify, defend, and hold harmless the Developer from and against any and all claims, damages, losses, and expenses arising out of or in connection with any breach of this Agreement by the Client.

8: Limitation of Liability

Neither party shall be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement, even if advised of the possibility of such damages.

Total Liability: The total liability of either party under this Agreement shall not exceed the total amount paid by the Client to the Developer.

9: Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the completion of the Application unless earlier terminated as follows:

• By Mutual Agreement: This Agreement may be terminated by mutual written consent of both parties.
• For Cause: Either party may terminate this Agreement upon written notice if the other party breaches any material term or condition and fails to cure such breach within [Insert Number] days.

Effect of Termination: Upon termination, the Developer shall deliver to the Client all work in progress, and the Client shall pay the Developer for all services rendered up to the date of termination.

10: Dispute Resolution

In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiations. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation.

Arbitration: If the dispute is not resolved through mediation, it shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association.

11: General Provisions

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State].
• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications, whether written or oral.
• Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
• Notices: Any notices required or permitted under this Agreement shall be in writing and delivered to the parties at their respective addresses as specified above.

12: Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

[Developer's Name]
[Title]
[Date]

[Client's Name]
[Title]
[Date]

Exhibit A: Application Specifications
[Detailed description of the Application, including features, functionalities, and technical requirements.]

Exhibit B: Project Milestones and Deliverables
[Detailed timeline and description of the milestones and deliverables to be provided by the Developer.]

Exhibit C: Payment Schedule
[Detailed payment schedule, including amounts and due dates for each payment.]

Exhibit D: Confidentiality Agreement
[Detailed terms of confidentiality obligations.]

Exhibit E: Intellectual Property Assignment
[Detailed terms of the assignment of Intellectual Property Rights to the Client.]

Exhibit F: Warranty and Support
[Detailed terms of the warranty and support services provided by the Developer.]

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