Software development agreement template

This a software development agreement template sample that you can use free of charge. You can copy and paste it into Microsoft Word or Google Docs and edit as you like.

Software Development Contract

This Software Development Contract (the "Contract") is entered into on _________________________ [Date] by and between:

Developer: _________________________ [Developer or Company Name] located at _________________________ [Developer Address] (the "Developer").
Client: _________________________ [Client Name] located at _________________________ [Client Address] (the "Client").

1. Scope of Services

The Developer agrees to design, develop, and deliver software solutions for the Client as described below:

1. Project Description

The Developer shall provide software development services for the project titled _________________________ [Project Name], which includes the creation, customization, and implementation of _________________________ [Description of Software or Platform].

2. Deliverables

The Developer shall deliver the following:

_________________________ [Design and development of application modules]
_________________________ [Front-end and back-end implementation]
_________________________ [Integration with APIs or third-party services]
_________________________ [Testing and bug fixing]
_________________________ [Deployment and documentation]
_________________________ [Post-launch maintenance and updates, if applicable]

3. Timeline and Milestones

The project shall commence on _________________________ [Start Date] and is expected to be completed by _________________________ [End Date].
Key milestones include:

_________________________ [Milestone 1: Description and due date]
_________________________ [Milestone 2: Description and due date]
_________________________ [Final Delivery: Description and due date]

2. Terms of Contract

This Contract shall remain in effect from _________________________ [Start Date] until the completion of the project or termination as outlined herein.
Any extension or modification to the project scope, timeline, or deliverables must be agreed upon in writing by both parties.

3. Payment Terms

The Client agrees to pay the Developer a total fee of $_________________________ [Amount], payable as follows:
- _________________________ [% or amount] upon signing this Contract
- _________________________ [% or amount] upon completion of Milestone 1
- _________________________ [% or amount] upon final delivery and approval
Payments shall be made via _________________________ [Payment Method] within _________________________ [Number] days of receiving an invoice.
Late payments shall incur a late fee of _________________________ [Late Fee Amount] for each week the payment remains overdue.

4. Intellectual Property Rights

Upon full payment, all intellectual property rights in the deliverables, including source code, documentation, and related materials, shall be transferred to the Client.
The Developer retains the right to reuse pre-existing code libraries, frameworks, and tools developed prior to this engagement.
The Developer may display the project as part of their professional portfolio, provided no confidential information is disclosed.

5. Revisions and Support

The Client is entitled to _________________________ [Number] rounds of revisions per milestone.
Additional revisions or requests outside the agreed scope may incur additional fees.
The Developer agrees to provide technical support for a period of _________________________ [Support Duration] after final delivery.

6. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary, technical, or sensitive information shared during the course of this Contract. Confidential information shall not be disclosed to any third party without prior written consent.

7. Termination

Either party may terminate this Contract with _________________________ [Number] days' written notice.
In the event of termination, the Client shall pay for all work completed up to the termination date.
If the Client terminates without cause, any deposits made shall be non-refundable.

8. Warranties and Liability

The Developer warrants that the software will function substantially as described for a period of _________________________ [Warranty Period] after delivery.
The Developer shall not be liable for any indirect, incidental, or consequential damages arising from the use of the software.
The Client is responsible for regular data backups and system maintenance.

9. Force Majeure

Neither party shall be held liable for delays or failure to perform due to causes beyond their reasonable control, including natural disasters, war, strikes, or internet outages.

10. Governing Law and Jurisdiction

This Contract shall be governed by and construed in accordance with the laws of _________________________ [Your State or Country].
Any disputes arising under or in connection with this Contract shall be resolved exclusively by the courts of _________________________ [Your State or County].

11. Entire Agreement

This Contract represents the entire understanding between the parties and supersedes all prior communications, proposals, or agreements, whether written or oral.

IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date first written above.

Developer
Signature: _________________________ [Signature]
Name and title: _________________________ [Name and Title]
Date: _________________________ [Date]

Client
Signature: _________________________ [Signature]
Name and title: _________________________ [Name]
Date: _________________________ [Date]

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What's a Software Development Agreement?

A software development agreement is a legally binding contract between a client and a developer (or development company) that defines the terms, conditions, and expectations for the creation of software or digital products. This agreement ensures both parties are aligned on project scope, deliverables, payment, and ownership rights. In this article, we’ll explore the key elements of a software development contract, why it’s essential, and what both clients and developers should consider before signing one.

1. Definition and Scope

A software development contract clearly defines the scope of work to be performed by the developer. It specifies the nature of the project—such as building a mobile app, website, or custom software—and outlines key functionalities, technologies to be used, and performance expectations. The scope also includes project deliverables, milestones, and the criteria for acceptance, ensuring that both parties have a shared understanding of the end product.

2. Parties Involved

The contract identifies the parties involved: the Client, who commissions the software project, and the Developer or Development Company, who provides the service. Contact information, business details, and authorized representatives are typically included to establish clear accountability. This section may also define any third-party participants, such as subcontractors or designers, and their roles within the project.

3. Terms and Conditions

The terms and conditions section outlines the operational framework of the agreement. This includes:

Payment terms (total fee, deposit, and payment schedule)
Project timelines and milestones
Revisions, approvals, and change requests
Termination rights and refund policies
Dispute resolution procedures

It may also cover matters like late payments, liability limits, and communication expectations between the client and developer.

4. Duration and Renewal

The contract should specify the start and end dates of the project, along with key milestones. For long-term collaborations, renewal terms can be added to allow for ongoing maintenance, updates, or additional feature development. Clauses related to early termination, delays, or extensions help manage expectations and reduce risk if project timelines shift.

5. Deliverables and Quality Standards

Detailed descriptions of the deliverables ensure clarity on what the client will receive at the end of the project. This may include:

Source code and documentation
UI/UX designs
Deployment support
Training materials
Post-launch maintenance (if applicable)

The contract may also specify testing protocols, quality benchmarks, and performance metrics to ensure the software meets agreed-upon standards.

6. Intellectual Property and Ownership

One of the most important sections in a software development contract addresses ownership rights. Typically, once the client has paid in full, all intellectual property (IP) rights related to the software—such as code, design, and documentation—are transferred to them. The developer may, however, retain ownership of pre-existing tools, libraries, or frameworks used to build the software, unless otherwise agreed.

7. Confidentiality and Data Protection

Since software projects often involve access to sensitive data or proprietary business information, confidentiality clauses are essential. Both parties agree to protect any confidential information shared during the project. Additionally, if the project involves handling user data, the contract should include data protection and privacy compliance requirements, such as adherence to GDPR or other relevant regulations.

Conclusion

A software development contract is vital for ensuring transparency, protecting intellectual property, and preventing misunderstandings between clients and developers. It provides a clear roadmap for how the project will proceed, what’s expected from each party, and how disputes will be resolved. Whether you’re commissioning a new app, a business website, or an enterprise system, a well-drafted software development contract safeguards both parties and sets the foundation for a successful collaboration built on trust and clarity.