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Software Development Contract

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jegoldigital
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45 views

Software Development Contract

Uploaded by

jegoldigital
Copyright
© © All Rights Reserved
Available Formats
Download as PDF, TXT or read online on Scribd
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Software Development Contract

This Software Development Agreement ("Agreement") is entered into as of [Insert Date]


("Effective Date") by and between [Client's Full Legal Name] ("Client") and [Developer's Full
Legal Name] ("Developer"). This Agreement sets forth the terms and conditions under which the
Developer will develop and deliver the software project described herein to the Client.

1. Developer's Duties
The Client engages the Developer, and the Developer agrees to undertake the project,
developing the Software in line with Exhibit A (the "Specifications"). Key points include:

1. The Developer is tasked with completing the Software by the milestones listed in Exhibit
B, aiming for a completion date of May 12 ("Delivery Date").
2. For 20 days post-delivery, the Developer will offer up to 90 hours of support at no cost,
with further assistance billed at $50/hour. They commit to addressing any
software-related queries or issues within 30 days upon the Client's request.
3. The Client is not expected to provide additional support or assistance beyond what's
stipulated in this Agreement.
4. The Client reserves the right to terminate this agreement if there's a significant breach
not remedied within 20 days of notification.
5. Post-Delivery Date, the Developer will offer 3 days of training on the software's
operation, upon the Client's request.

2. Delivery
The Software must meet the Specifications by the agreed Delivery Date.

1. Should the Software fail to match the Specifications, the Client has 30 days post-delivery to
inform the Developer in writing about the discrepancies. Upon receiving such notification, the
Developer will rectify any deviations from the Specifications.

2. Within 20 days following the Delivery Date, the Client must send the Developer written
confirmation that the Software aligns with the Specifications, marking the "Acceptance Date,"
unless it has been previously determined that the Software does not comply with the process
outlined above.

3. Compensation
The Client agrees to compensate the Developer for completing the Software Project as outlined:

● Total Compensation: The project's total compensation is set at $75,000, payable as


defined in Exhibit C of this Agreement.
● Payment Milestones: Compensation is tied to achieving specific deliverables or project
phases, detailed in Exhibit B, including key development milestones such as initial
prototype completion, beta version release, and final product delivery.
● Final Payment: The last installment is due upon the Client's formal acceptance of the
Software Project, per criteria set forth in Exhibit D, ensuring the software meets all
agreed-upon specifications and quality standards.

4. Intellectual Property Rights


Both parties recognize that the Client shall possess all intellectual property rights in the
Software, including copyrights, trademarks, and any related rights. The Developer is prohibited
from asserting any ownership claims over the Software's intellectual property at any stage, both
during and following the project's completion and handover to the Client.

The Developer will ensure that the Software Project does not infringe on the intellectual property
rights of any third party and will secure all necessary licenses for third-party software
incorporated into the Software Project.

5. Change in Specifications
Any requests for changes to the project specifications by the Client must be made in writing and
submitted to the Developer for evaluation. The Developer will assess the impact of the
requested changes on the project scope, timeline, and cost, and provide the Client with a written
proposal for implementing the changes. No changes shall be made to the project specifications
without mutual agreement, documented in a signed amendment to this Agreement.

6. Confidentiality
The Developer is prohibited from sharing any of the Client's business details or any information
related to the Software, such as its code, specifications, or business strategies ("Confidential
Information"). This includes not making unauthorized copies of Confidential Information or
creating content based on its concepts for personal use or distribution, unless explicitly
requested by the Client. The Developer must use the Confidential Information exclusively for the
Client's benefit.

7. Developer Warranties
The Developer assures the Client that:

1. Developing and delivering the Software does not breach any agreements with other
parties.
2. The Software will not infringe on any third-party intellectual property rights.
3. The Software is guaranteed to function as per the Specifications for 10 days
post-delivery. Should any issues arise within this period, the Developer commits to
promptly rectify these issues to ensure the Software meets the Specifications.
Any defects discovered within this warranty period will be corrected by the Developer at no
additional cost to the Client.

8. Indemnification
The Developer agrees to indemnify and hold harmless the Client from any and all claims,
liabilities, damages, and expenses (including reasonable attorneys' fees) arising from any
breach of this Agreement by the Developer, claims of intellectual property infringement by a
third party, or from any breach of warranties or misrepresentations made herein by the
Developer.

9. No Modification Unless in Writing


No modification, amendment, or waiver of any provisions of this Agreement shall be effective
unless in writing and signed by both parties. Any oral representations or modifications
concerning this Agreement shall be of no force or effect.

10. Applicable Law


The terms of this Software Development Agreement will be interpreted and enforced according
to the laws of the State of New York. Any legal disputes arising from this agreement will be
exclusively resolved in the courts within New York County, New York.

By signing below, both parties affirm their agreement to the terms of this Software Development
Agreement, duly authorized by their respective officers on the dates provided.

Signature Signature
mm/dd//yyyy mm/dd//yyyy
[Sender.company] [Client.company]
[Sender.FirstName][Sender.LastName] [Client.FirstName][Client.LastName]

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