Software Development Agreement Template

Introduction A software development agreement is a critical document that outlines the terms and conditions between a client and a software developer or development company. It serves to protect both parties by clearly defining the scope of work, payment terms, and intellectual property rights. This template provides a comprehensive structure for creating a detailed agreement.

1. Definitions 1.1. "Client" refers to the party commissioning the software development work. 1.2. "Developer" refers to the individual or company responsible for creating the software. 1.3. "Software" refers to the application or program being developed as specified in this agreement.

2. Scope of Work 2.1. Description of Services
The Developer agrees to create software as per the specifications outlined in Exhibit A. This includes design, development, testing, and deployment services.

2.2. Deliverables
The Developer will deliver the following:

• Software Code
• Documentation
• User Manuals
• Training Materials (if applicable)

2.3. Timeline
The development will commence on [Start Date] and is expected to be completed by [End Date]. Milestones are outlined in Exhibit B.

3. Payment Terms 3.1. Compensation
The total fee for the software development services is [Total Amount], payable in the following installments:

• [Amount] upon signing the agreement
• [Amount] upon completion of [Milestone]
• [Amount] upon delivery of the final product

3.2. Additional Costs
Any additional costs, including but not limited to, third-party software licenses or unforeseen expenses, will be pre-approved by the Client and billed separately.

4. Intellectual Property Rights 4.1. Ownership
All intellectual property rights in the software developed under this agreement will be owned by the Client upon full payment. The Developer will retain no rights to the software or its source code.

4.2. Licensing
The Developer grants the Client a perpetual, royalty-free license to use, modify, and distribute the software.

5. Confidentiality 5.1. Confidential Information
Both parties agree to keep all confidential information, including but not limited to, business practices, software specifications, and other proprietary information, confidential and not disclose it to any third party without prior written consent.

5.2. Non-Disclosure Agreement
The Developer agrees to sign a Non-Disclosure Agreement (NDA) to further protect the confidentiality of the Client's information.

6. Warranties and Representations 6.1. Warranty
The Developer warrants that the software will function according to the specifications outlined in Exhibit A for a period of [Warranty Period] after delivery.

6.2. Limitation of Liability
The Developer’s liability for any claims arising from the software shall be limited to the total amount paid by the Client under this agreement.

7. Termination 7.1. Termination for Convenience
Either party may terminate this agreement for any reason with [Notice Period] written notice. In such case, the Client will pay for all work completed up to the termination date.

7.2. Termination for Cause
If either party fails to meet their obligations under this agreement, the other party may terminate the agreement with [Notice Period] written notice.

8. Governing Law This agreement will be governed by and construed in accordance with the laws of [Governing Law Jurisdiction].

9. Dispute Resolution 9.1. Mediation
Any disputes arising from this agreement will first be attempted to be resolved through mediation.

9.2. Arbitration
If mediation fails, disputes will be settled through arbitration under the rules of [Arbitration Association].

10. Miscellaneous 10.1. Amendments
Any amendments or modifications to this agreement must be made in writing and signed by both parties.

10.2. Entire Agreement
This agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, representations, or agreements.

10.3. Severability
If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

Signatures Client:
Name: [Client Name]
Signature: ______________________
Date: [Date]

Developer:
Name: [Developer Name]
Signature: ______________________
Date: [Date]