Software Development Agreement Template

This Software Development Agreement (the "Agreement") is entered into on   (the "Effective Date") by and between

 , an individual having their usual place of living at   (the "Client") and  , an individual having their usual place of living at   (the "Developer"), collectively referred to as the "Parties" and individually the "Party".

WHEREAS the Developer has experience and expertise in the IT business and in providing IT-related services required by the Client;

WHEREAS the Client wishes to procure specific IT-related services from the Developer;

NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, the Parties hereby agree as follows:

The Client orders and the Developer shall render the software development services (the "Services"):

The scope of Services which shall be provided by the Developer under this Agreement will be as follows:  .

"Software" in this Agreement refers to source code, object and boot code/modules, a set of instructions in the form of words, numbers, schemes, symbols, or any other form suitable for reading by a computer as well as computer programs, databases (compilation of data), screen forms generated by the programs of graphical user interface and its functions, programming application interfaces, improvements, enhancements and changes to existing programming code and specification, external design, technical specifications, programmers' comments, instructions for use, and other documentation relating to such objects of intellectual property rights.

Development tools. The Developer agrees to use the software development tools integrated into development environments, software development kits, and other development aids specified by the Client and set forth in this Agreement.

The Developer shall keep the Client reasonably informed of the progress of services and, in particular, shall notify the Client of any substantial obstacles or likely delays in the performance.

Relationship of the Parties

The Parties to this Agreement are independent contractors. Nothing in this Agreement or in the course of its performance shall be interpreted to create an employment, agency, joint venture, or partnership relationship between the Developer and the Client. Both Parties acknowledge that the Developer is not an employee of the Client for tax purposes or any other purposes. The Developer is not entitled to or eligible for any benefits the Client may make available to its employees. The Client will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers' compensation insurance on behalf of the Developer. The Developer is solely responsible for filing all tax returns and submitting all payments as required by any federal, state, or local tax authority arising from the payment of fees to the Developer under this Agreement and agrees to do so in a timely manner.

Services policy. The Developer should provide the Services in compliance with the technical and functional specifications received from the Client as agreed in this Agreement.

Delivery and acceptance of the Services, rejection notice. The Developer shall provide the Services following the time frames specified in this Agreement or agreed upon by the Parties in any other way. 

Upon delivery, acceptance tests shall be conducted to ensure the results of the Services conform to the requirements of this Agreement.

The results of the Services provided shall be subject to acceptance by the Client. Such acceptance shall be at the Client's good faith discretion and not be unreasonably withheld.

The results of the provided Services will be presented to the Client for acceptance in accordance with the scope of Services specified in this Agreement. Within   days of receipt from the Developer, the Client shall either notify the Developer via email of acceptance of the results of the provided Services or notify the Developer via email of rejection of the Services detailing the deficiencies of the Services under this Agreement. If the Client rejects the Services, the Client may grant additional time to the Developer to correct any defects, inaccuracies, inconsistencies, and/or program errors, and upon correction thereof, the Developer should resubmit the Services to the Client for acceptance testing as provided above.

If the Developer fails to make the required corrections within the granted additional time, the Client has a right either to accept the Services as nonconforming, in which case the fees shall be reduced equitably, or to deem the failure to be a material breach of this Agreement and terminate this Agreement unilaterally.

All payments should be made by cash.

All objections regarding the fees to be paid for the provided Services shall be submitted in writing to the Developer within   business days after the Client receives the invoices.

For the purpose hereof, "Intellectual Property" means any copyrights and related rights, database rights, patents, designs, trade secrets, confidential or proprietary information, know-how, code, documentation, formulae, specifications, trademarks, service marks, or other industrial or intellectual property rights, and any applications for any of the foregoing, whether registered or not and whether registrable or not, and all similar or equivalent rights or forms of protection in any part of the world.

All source code, object code, text, audio, visual content, and any other results of the Services produced, developed, or provided by the Developer in connection with the provision of Services to the Client (the "Work Product") shall fully belong to the Client and shall be included in the Client's Intellectual Property subject to the terms and conditions described in this Agreement. 

Each Party represents and warrants to the other Party that:

• Each Party has the full right, power, and authority to enter into this Agreement, grant the rights and licenses granted hereunder, and perform its obligations;
• This Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

Furthermore, except as set forth herein above, the Developer represents and warrants that:

• The Developer has the ability, experience, and resources to fulfill all obligations under this Agreement and will perform all Services in a professional and workmanlike manner, following best industry practices for similar services;
• The Work Product, excluding the Client's materials, will be free of any malicious code or any computer software routines or programming devices designed to permit unauthorized persons to access the Client's systems, data, or confidential information or disable, modify, destroy, or damage data, or make it inaccessible or delayed;
• The Work Product will not infringe, misappropriate, or otherwise violate any Intellectual Property Right or other right of any third party and will comply with all applicable laws. 

This Agreement shall commence as of the Effective Date and shall be valid until  .

Termination without cause. Either Party may terminate this Agreement for no reason upon  -day written notice to the other Party. 

Upon termination of this Agreement, the Client shall pay the Developer for all Services satisfactorily completed by the Developer through the date of termination.

Termination for cause. Either Party may terminate this Agreement in case of material breach by the other Party. 

For the purpose of this Agreement, a material breach shall include a failure to provide the Services in accordance with the requirements, schedule, and procedures specified in the Agreement; failure to make corrections to the provided Services; failure to consider corrections to the Services in good faith and within a reasonable time frame; violation of the non-solicitation and confidentiality clauses; violation of payment terms.

If the Client materially breaches the Agreement, the Developer shall terminate the Agreement by sending a written notice on termination and demand reimbursement of damages.

Other conditions of termination. Either Party may also terminate this Agreement immediately upon written notice if the other Party is declared bankrupt, files for bankruptcy, ceases to function or conduct operations in the ordinary course of business or makes an assignment for the benefit of creditors.

Survival. Upon termination of this Agreement by either Party, each Party shall turn over to the other Party all of the other Party's material, property, and Confidential Information, in addition to any other results of the Services required upon termination of this Agreement. Termination of the Agreement shall not cancel accrued rights, remedies, or liabilities of either Party, including payments for the Services performed before termination . The following provisions shall survive termination: Non-solicitation, Payment terms and procedure, Intellectual property rights and work product ownership, Warranties and Representations, Survival, Governing law and dispute settlement, Liability and indemnification, Confidentiality, and Miscellaneous.

Notices 

All notices sent under or related to this Agreement will be deemed sufficiently given if sent by certified mail, return receipt requested, to the following addresses:

If to the Client:

Attn.  ,

If to the Developer: 

Attn.  ,

This Agreement will be governed by and construed in accordance with the laws of the State of  , except for its conflict of laws principles.

The Parties agree on the exclusive jurisdiction in the court of  .

Each Party agrees to indemnify and hold harmless the other Party against any damage, liability, and loss, as well as legal fees and costs incurred that may arise or otherwise relate to this Agreement. This clause shall not be read to provide indemnification for any Party if a competent court of law, rendering a final judgment, holds that the bad faith, gross negligence, or willful misconduct of the Party caused the damage, liability, or loss.

The confidential information shall mean any information that is disclosed by one Party (hereinafter the "Discloser") to the other (hereinafter the "Recipient") in connection with the Agreement which is conveyed in written, graphic, machine-readable, or other tangible form and marked "confidential," "proprietary" or in another manner to indicate its confidential nature. This confidential information shall include, without limitation, trade secrets, know-how, inventions, techniques, processes, algorithms, software programs, semiconductor designs, schematics, designs, contacts, customer lists, financial information, sales and marketing plans, and business information. 

The Recipient agrees that during the term of this Agreement and   thereafter, the Recipient shall in no way disclose, use, or disseminate any confidential information that the Recipient has received from the Discloser to any person, corporation, association, or other entity for any purpose not expressly permitted or required under this Agreement and without obtaining the Discloser's prior written consent on a case-by-case basis.

Severability. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not affect the legality, validity, or enforceability of such a provision or any other provision of this Agreement in any other jurisdiction. 

Entire Agreement. This Agreement is the complete and exclusive understanding between the Parties with respect to the subject matter hereof, superseding any prior agreements and communications, both written and oral, regarding such subject matter.

Amendments. This Agreement may only be modified, or any rights under it waived, by a written document executed by both Parties. 

Binding effect. This Agreement shall be binding for the Parties and their respective permitted successors and assigns. 

IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date.

Details and signatures of the Parties