Sample Contract Agreement for Software Development

A software development contract is a legally binding agreement between a client and a software development company or individual developer. This contract outlines the terms and conditions of the services to be provided, including project scope, timelines, payment details, and intellectual property rights.

1. Introduction

This Software Development Agreement (the "Agreement") is entered into on [Effective Date] by and between [Client's Name] ("Client") and [Developer's Name] ("Developer"). This Agreement sets forth the terms and conditions under which Developer agrees to provide software development services to the Client.

2. Scope of Work

The Developer agrees to develop the software as described in Exhibit A ("Project Specifications"). The software shall be delivered in accordance with the milestones and deadlines specified in the project timeline.

2.1 Changes in Scope

Any changes to the scope of work shall require a written change order signed by both parties. The change order shall specify the modifications to the project specifications, timelines, and any additional fees associated with the changes.

3. Payment Terms

Client agrees to pay Developer the total sum of [Total Amount] for the completion of the project. Payments shall be made in installments according to the following schedule:

• [Percentage]% upon signing this Agreement
• [Percentage]% upon completion of the first milestone
• [Percentage]% upon delivery of the final product

Late payments shall incur a late fee of [Late Fee Percentage]% per month.

4. Intellectual Property Rights

Upon full payment, all intellectual property rights to the software developed under this Agreement shall be transferred to the Client. Developer retains the right to use the software code for portfolio purposes, provided that the Client's confidential information is not disclosed.

5. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the course of the project. This obligation shall survive the termination of this Agreement.

6. Warranties and Representations

Developer warrants that the software will perform substantially in accordance with the specifications for a period of [Warranty Period] after delivery. Any defects discovered during this period shall be corrected at no additional cost to the Client.

7. 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.

8. Termination

Either party may terminate this Agreement upon [Number] days' written notice if the other party breaches any material term of this Agreement. Upon termination, Developer shall return all confidential information to the Client.

9. Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of [Arbitration Organization]. The arbitration shall take place in [Location].

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State/Country].

11. Miscellaneous

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. Any amendments to this Agreement must be made in writing and signed by both parties.

12. Signatures

[Client's Name]
[Signature]
[Date]

[Developer's Name]
[Signature]
[Date]

This sample contract can be customized to suit the specific needs of the project and parties involved. It is advisable to consult with a legal professional to ensure that the contract adequately protects both parties' interests.