1. Parties
This Software Development Agreement (the "Agreement") is made on [DATE] between [CLIENT NAME], of [CLIENT ADDRESS] (the "Client"), and [DEVELOPER NAME], of [DEVELOPER ADDRESS] (the "Developer"), together the "Parties".
2. Scope of Work
The Developer will design, develop, test, and deliver the software described in the Specification attached as Exhibit A (the "Software"), including [KEY FEATURES, PLATFORMS, e.g. iOS and Android apps with an admin dashboard]. Work outside the Specification is not included unless added by a written change order signed by both Parties, which will state any change to fees and timeline.
3. Milestones and Timeline
The Developer will deliver the Software in the following milestones: [MILESTONE 1, DESCRIPTION, TARGET DATE]; [MILESTONE 2, DESCRIPTION, TARGET DATE]; [MILESTONE 3, DESCRIPTION, TARGET DATE]. Target dates will be extended to the extent delays are caused by the Client, including late feedback, content, or access.
4. Client Responsibilities
The Client will provide timely feedback, content, credentials, test accounts, and access to systems reasonably needed for the work, and will name [CLIENT CONTACT] as its decision-maker for the project.
5. Acceptance Testing
After each milestone delivery, the Client has [NUMBER] business days to test the deliverable against the Specification and either accept it in writing or provide a written list of defects. The Developer will correct listed defects within a reasonable time and resubmit. A deliverable is deemed accepted if the Client does not respond within the testing period or uses it in production.
6. Fees and Payment
The Client will pay [TOTAL FIXED FEE / HOURLY RATE OF AMOUNT], as follows: [AMOUNT OR %] on signing, and [AMOUNT OR %] on acceptance of each milestone. Invoices are due within [NUMBER] days. Third-party costs such as hosting, app store fees, and paid APIs are [PAID DIRECTLY BY THE CLIENT / REIMBURSED AT COST]. Late payments may pause work until paid.
7. Intellectual Property
On full payment of the fees, the Developer assigns to the Client all rights in the custom code and deliverables created specifically for the Client under this Agreement. The Developer keeps ownership of its pre-existing tools, libraries, and know-how ("Developer Materials") and grants the Client a non-exclusive, perpetual, royalty-free license to use Developer Materials as part of the Software. Open-source components remain subject to their own licenses, which the Developer will list on request. The Developer may describe the project in its portfolio unless the Client objects in writing.
8. Confidentiality
Each Party will keep the other's non-public business and technical information confidential, use it only for this project, and return or delete it when the project ends, except as required by law.
9. Warranties
The Developer warrants that, for [NUMBER] days after final acceptance (the "Warranty Period"), the Software will perform materially in accordance with the Specification, and the Developer will fix reproducible defects at no extra charge. The Developer also warrants that, to its knowledge, the custom code does not infringe third-party rights. Except as stated here, the Software is provided "as is", and the Developer does not guarantee that it will be error-free.
10. Support and Maintenance
After the Warranty Period, the Developer will provide [NO ONGOING SUPPORT / SUPPORT AND MAINTENANCE AT AMOUNT PER MONTH OR HOUR], covering [BUG FIXES, SECURITY UPDATES, HOSTING MONITORING]. New features are quoted separately.
11. Limitation of Liability
To the extent permitted by law, neither Party is liable for indirect, incidental, or consequential damages, including lost profits or data, and each Party's total liability under this Agreement is limited to the fees paid or payable under it, except for breaches of confidentiality, infringement indemnities, or amounts that cannot lawfully be limited.
12. Term and Termination
Either Party may terminate this Agreement with [NUMBER] days' written notice, or immediately if the other Party materially breaches it and does not cure the breach within [NUMBER] days of notice. On termination, the Client will pay for work performed up to the termination date, and the Developer will deliver the work in progress, which the Client may use once paid for.
13. Independent Contractor and General Terms
The Developer is an independent contractor, not an employee of the Client. This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION], is the entire agreement between the Parties about the project, and may be changed only in writing. The Parties agree that this Agreement may be signed electronically and in counterparts, each of which is an original and all of which together form one agreement.
14. Signatures
CLIENT: [CLIENT NAME] Signature: ____________________ Name and title: [SIGNATORY NAME, TITLE] Date: [DATE] DEVELOPER: [DEVELOPER NAME] Signature: ____________________ Name and title: [SIGNATORY NAME, TITLE] Date: [DATE]