Software Development Agreement
This Software Development Agreement is made between [Client name] (the "Client") and [Developer name] (the "Developer") as of the date of the last signature below.
1. Project
The Developer will build: [describe the software and its features], as set out in [the attached specification].
2. Price and milestones
The price is [fixed amount / rate per hour], payable on these milestones: [list]. Changes to the specification are quoted and agreed in writing first.
3. Acceptance and fixes
The Client will test each delivery within [10] business days. The Developer will fix defects reported within [60] days of final delivery at no charge.
4. Third-party and open-source code
The Developer may use open-source and third-party components under their own licences and will tell the Client which ones.
5. Independent contractor
The Developer is an independent contractor, not an employee, partner or agent of the Client, and is responsible for its own taxes, insurance, tools and workers.
6. Ownership of work
On full payment, the Developer assigns to the Client all rights in the work created specifically for the Client under this agreement. The Developer keeps its pre-existing materials and know-how, and licenses the Client to use any of them that are included in the work.
7. Confidentiality
Each party will keep the other's non-public information confidential, use it only for this agreement, and return or destroy it on request. This duty continues for [three years] after this agreement ends.
8. Liability
Each party's total liability under this agreement is limited to the amounts paid or payable under it, and neither party is liable for indirect or consequential loss. Nothing here limits liability that cannot be limited by law.
9. Ending this agreement
Either party may end this agreement on [30] days' written notice, or immediately if the other materially breaches it and does not fix the breach within [10] days of notice. Amounts due for work done up to the end date remain payable.
10. General
This agreement is governed by the laws of [state]. It is the entire agreement between the parties on its subject and may be changed only in writing signed by both. It may be signed electronically and in counterparts.