A software development agreement is the contract for building custom software — an app, a platform, or a feature. The two clauses that matter most are what will be built and who owns the code. Everything else (timeline, money, changes) exists to keep those two from drifting.
Our free software development agreement template treats the work as work made for hire and assigns IP to the client.
1. Describe the software and the timeline
Attach or write a scope: features, platforms, integrations, and what "done" looks like. Set milestones with dates. A one-line "build an app" is how projects double in length without extra pay.
2. Acceptance testing and change requests
Give the client a defined period to test each milestone and accept or reject it in writing. Extra features after sign-off should require a written change request and a revised fee or date. Without that, every idea becomes unpaid work.
3. Payment, expenses, and maintenance
Deposit plus milestone payments is the usual structure. Say whether post-launch bug fixes or a maintenance window are included, and for how long. Ongoing support after that is a separate retainer.
4. Who owns the code
By default, the person who writes code often keeps certain rights in it. If the client is paying for custom software, the agreement should say the work is owned by the client (work made for hire / IP assignment). Carve out the developer's pre-existing libraries and tools so those stay reusable. For a standalone ownership-only document, see how to write a work-for-hire agreement.
5. Confidentiality, then both sides sign
Source code, credentials, and product plans belong under a confidentiality clause (or a separate NDA). Sign before development starts — not after the first sprint.
Disclaimer: This article is for general informational purposes only and is not legal advice. IP assignment language should be reviewed for high-value projects.