Software Development Agreement Template

SOFTWARE DEVELOPMENT AGREEMENT

This Software Development Agreement (the "Agreement") is made effective on (the "Effective Date") between , located at (the "Buyer"), and , located at (the "Developer"). The Buyer and Developer are together the "Parties."

The Developer offers software development services, and the Buyer wishes to retain the Developer to develop software with the features and capabilities specified by the Buyer. In consideration of the mutual promises in this Agreement, the Parties agree as follows:

1. DESCRIPTION OF SERVICES

The Developer, acting as an independent contractor, will design, develop, and implement software relating to (the "Software"). The Parties will work together to prepare a detailed document setting out timelines, phases of completion, and delivery expectations. Final delivery of all phases of the Software, in source code and object code form, will be no later than months from the signing of this Agreement unless the Parties agree otherwise. Any ancillary IT or infrastructure consulting is a separate service billed hourly at $ per hour, payable on receipt of a detailed invoice. Time is of the essence: if any phase extends beyond its deadline by more than one week, the Developer will pay the Buyer a deadline fee of $ for each additional week of delay.

2. CHANGES IN SPECIFICATIONS

The Buyer may request changes to the specifications. The Developer will use its best efforts to implement a requested change at no additional cost and without delaying delivery. If, in the Developer's reasonable opinion, a change would cause delay or additional expense, the Parties will confer and the Buyer will decide whether to withdraw the change or accept the resulting delay or expense.

3. FURTHER DEVELOPMENT

Any upgrades, modifications, or projects beyond maintenance of the current Software require a new agreement, subject to a mutually agreed fee and the Developer's availability.

4. COMPENSATION

The Buyer will pay the Developer a total fee of $ (the "Compensation") for development and maintenance of the Software during the Term, payable .

(a) Expenses. The Buyer will reimburse the Developer for reasonable, pre-approved out-of-pocket expenses (such as travel, lodging, and meals) incurred at the Buyer's request, supported by documentation.

(b) Maintenance. "Maintenance" means services necessary to keep the Software functioning properly, including bug fixes, but does not include new features or upgrades.

5. TERM

This Agreement begins on the Effective Date and continues until one (1) year after final delivery and acceptance of the Software, to allow for maintenance (the "Term").

6. TERMINATION

This Agreement may be terminated if (i) either Party materially defaults and does not cure the default within thirty (30) days of written notice, or (ii) either Party becomes bankrupt or insolvent and the proceeding is not dismissed within sixty (60) days. The Ownership of Software and Confidentiality sections survive termination. If terminated due to the Developer's default, the Developer will deliver the Software completed to date within fifteen (15) business days.

7. ACCEPTANCE TESTING

Acceptance testing follows each key stage of development. The Buyer will test each delivered phase against the agreed specifications within fifteen (15) business days of receipt and communicate any issues to the Developer. The Developer will review, correct, and re-submit the affected work for further acceptance testing in a timely manner.

8. OWNERSHIP OF SOFTWARE

The Software is "work made for hire" and is the sole property of the Buyer. The Developer assigns to the Buyer, without further compensation, all right, title, and interest in and to the Software and all related patents, copyrights, trademarks, and trade names. The Developer will maintain records relating to the Software, which remain the Buyer's property, and will sign any applications, assignments, and instruments and take any acts reasonably necessary for the Buyer to secure and enforce full ownership and legal protection of the Software.

9. WARRANTIES AND INDEMNITY

(a) Warranty. The Developer warrants that the Software, and the Buyer's use of it, does not infringe any third-party copyright.

(b) Indemnity. The Developer will indemnify and hold harmless the Buyer (and its directors, officers, members, shareholders, affiliates, agents, and successors) from any losses, liabilities, costs, damages, and expenses (including reasonable attorney's fees) arising out of any third-party copyright infringement claim relating to the Software.

10. INDEPENDENT CONTRACTOR

The Developer is an independent contractor. Neither the Developer nor its employees are employees or agents of the Buyer, and nothing in this Agreement creates a joint venture, partnership, or principal-agent relationship. Neither Party may create obligations on behalf of the other.

(a) Development Staff. The Developer will use employees or contractors capable of designing and implementing the Software, and all work will be performed in a professional and competent manner. On the Buyer's request, the Developer will have its staff sign confidentiality and IP-assignment documents relating to the Software.

(b) Monitoring. The Buyer may reasonably observe and monitor the Developer's performance of its obligations, and the Developer will use reasonable efforts to facilitate this.

11. CONFIDENTIALITY

All material and information supplied by the Buyer, and the Software itself, is the Buyer's confidential and proprietary information (the "Confidential Information"), including trade secrets, source code, data, know-how, documentation, and business information. The confidentiality obligations do not apply to information that becomes public through no fault of the Developer, is disclosed to third parties by the Buyer without restriction, or is approved for release in writing by the Buyer. The Developer will hold the Confidential Information in strict confidence, use it only to perform this Agreement, disclose it only to staff with a need to know who are bound by written confidentiality obligations, and return it to the Buyer on request or termination. The Developer will keep its work for the Buyer confidential and will not use the Buyer as a reference without the Buyer's prior written permission.

12. TRAINING AND SUPPORT

For six (6) months after final delivery and acceptance, the Developer will provide reasonable training on the use of the Software at no additional cost and will deliver a detailed user manual. After that period, any support the Buyer requests will be provided on a time-and-materials basis at the Developer's then-current hourly rates.

13. ELECTRONIC SIGNATURES AND COUNTERPARTS

This Agreement may be signed in counterparts, each of which is considered an original and which together form one agreement. Electronic signatures, and copies of signatures delivered by email or through an electronic signing service, have the same legal effect as handwritten signatures on an original document.

14. GENERAL PROVISIONS

(a) Governing Law. This Agreement is governed by the laws of the State of , without regard to its conflict-of-law principles, and any court action will be brought in a court of competent jurisdiction in County in that State. The prevailing party is entitled to recover reasonable attorney's fees, costs, and disbursements.

(b) Entire Agreement. This Agreement is the complete agreement between the parties and replaces any prior discussions, understandings, or agreements on this subject.

(c) Amendments. Any change to this Agreement must be in writing and signed by both parties.

(d) Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full effect.

(e) Waiver. If a party does not enforce a provision, it does not give up its right to enforce that or any other provision later.

(f) Assignment. Neither party may assign or transfer this Agreement without the other party's prior written consent.

(g) Notices. Any notice under this Agreement must be given in writing (email is acceptable) to the other party.

IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives as of the Effective Date.