Custom Software Development Agreement Sample⁚ Essential Clauses
A Custom Software Development Agreement is a legally binding contract outlining the terms and conditions between a software development company and a client for the creation and delivery of bespoke software. It’s crucial to ensure both parties understand their roles, responsibilities, and the services to be provided. This sample agreement provides a framework for essential clauses that should be included, but remember, it’s best to consult with a legal professional to tailor it to your specific needs.
Introduction
This Custom Software Development Agreement (the “Agreement”) is entered into as of [Date] by and between [Developer Name], a [State] [Entity Type] with its principal place of business at [Developer Address] (the “Developer”), and [Client Name], a [State] [Entity Type] with its principal place of business at [Client Address] (the “Client”).
WHEREAS, the Client desires to engage the Developer to develop and deliver custom software (the “Software”) in accordance with the terms and conditions set forth herein; and
WHEREAS, the Developer desires to provide such services to the Client;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, the parties agree as follows⁚
Scope of Work
The Developer shall provide the following services (the “Services”) to the Client⁚ (a) design, develop, and implement the Software in accordance with the specifications set forth in [Exhibit A], (b) provide technical support and maintenance services for the Software during the term of this Agreement, and (c) deliver all documentation and deliverables related to the Software to the Client, as specified in [Exhibit B]. The Developer shall use commercially reasonable efforts to complete the Services in a timely and professional manner. The Client shall provide the Developer with all necessary information, documentation, and access to its systems and resources to enable the Developer to perform the Services.
Deliverables and Milestones
The Developer shall deliver the following deliverables to the Client in accordance with the schedule set forth in [Exhibit C]⁚ (a) [List specific deliverables, e.g., Software code, user manuals, training materials, etc.], (b) [List any other deliverables, e.g., project reports, meeting minutes, etc.]. The Client shall review and approve each deliverable within [Number] business days of its delivery. The Developer shall make all reasonable efforts to correct any defects or errors in the deliverables that are identified by the Client. The parties acknowledge that the schedule for the delivery of deliverables is subject to change, and the Developer shall provide the Client with reasonable notice of any such changes.
Payment Terms
The Client shall pay the Developer the following fees for the Services⁚ (a) [Payment amount] for the initial development of the Software, payable in [Number] installments as follows⁚ [Specify payment schedule, e.g., 50% upon signing of this Agreement, 25% upon completion of the design phase, and 25% upon delivery of the Software]. (b) [Payment amount] per month for ongoing maintenance and support services, payable in advance on the first day of each month. The Client shall make all payments to the Developer in accordance with the payment terms set forth in [Exhibit D]. All payments shall be made in [Currency] without any deductions or withholdings. If the Client fails to make any payment due hereunder within [Number] days after the due date, the Developer may, at its sole discretion, suspend further performance of the Services until such payment is received.
Intellectual Property Rights
The Client shall own all right, title, and interest in and to the Software, including all intellectual property rights therein, including, without limitation, all copyrights, trademarks, trade secrets, and patents. The Developer shall assign all right, title, and interest in and to the Software to the Client upon delivery of the Software. The Developer shall retain all right, title, and interest in and to the Developer’s proprietary software tools, technology, and methodologies used in the development of the Software. The Developer shall not use the Client’s confidential information or intellectual property for any purpose other than the performance of the Services.
Confidentiality
Each party agrees to hold in confidence all confidential information of the other party (“Confidential Information”) that is disclosed pursuant to this Agreement. Confidential Information includes, but is not limited to, trade secrets, business plans, financial information, customer lists, and technical data. Each party agrees to use Confidential Information only for the purposes of performing its obligations under this Agreement and to protect such Confidential Information from unauthorized disclosure or use. Each party shall be responsible for the actions of its employees, contractors, and agents in connection with the protection of Confidential Information.
Warranties
The Developer warrants that the Software will be free from material defects in design, materials, and workmanship for a period of [Number] months from the date of delivery. The Developer’s sole obligation under this warranty shall be to correct any such defects or errors in the Software. The Developer shall have no liability for any defects or errors in the Software that are caused by the Client’s misuse, negligence, or modification of the Software. THE DEVELOPER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Termination
This Agreement may be terminated by either party upon [Number] days’ written notice to the other party. This Agreement may also be terminated immediately by either party upon the occurrence of any of the following events⁚ (a) the other party breaches any material provision of this Agreement and fails to cure such breach within [Number] days after written notice thereof; (b) the other party becomes insolvent or bankrupt; or (c) the other party ceases to do business. Upon termination of this Agreement, the Client shall pay the Developer for all Services performed up to the date of termination. The Developer shall return to the Client all Confidential Information in its possession or control.
Miscellaneous
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written. This Agreement may be amended only by a written agreement signed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law provisions. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.
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