Software Development Contract Template UK

1. Introduction

This Software Development Contract (hereinafter referred to as "Contract") is made and entered into on [Date] by and between [Client Name], with its principal place of business at [Client Address] (hereinafter referred to as "Client"), and [Developer Name], with its principal place of business at [Developer Address] (hereinafter referred to as "Developer").

2. Background

2.1 Purpose: The purpose of this Contract is to outline the terms and conditions under which the Developer will provide software development services to the Client.

2.2 Scope of Work: The Developer agrees to design, develop, and implement the software as detailed in the attached Statement of Work (SOW).

3. Definitions

3.1 Software: The term "Software" refers to the computer programs and associated documentation that are developed by the Developer for the Client under this Contract.

3.2 Deliverables: The term "Deliverables" refers to the tangible and intangible outputs specified in the SOW that the Developer will provide to the Client.

3.3 Acceptance Testing: The process by which the Client will verify that the Software meets the requirements set forth in the SOW.

4. Contract Term

4.1 Effective Date: This Contract will become effective on the date first written above and will continue in full force and effect until the completion of the work described in the SOW unless terminated earlier in accordance with the provisions of this Contract.

4.2 Completion Date: The Developer agrees to complete the development of the Software by [Completion Date], subject to any modifications as mutually agreed upon in writing by both parties.

5. Duties and Responsibilities

5.1 Developer Responsibilities:

5.1.1 The Developer will perform the services described in the SOW and adhere to the schedule provided.

5.1.2 The Developer will provide regular progress reports to the Client.

5.1.3 The Developer will ensure that the Software is developed in accordance with industry standards and best practices.

5.2 Client Responsibilities:

5.2.1 The Client will provide the Developer with access to necessary resources, including data and personnel.

5.2.2 The Client will review and provide feedback on Deliverables within the timeframes specified in the SOW.

6. Payment Terms

6.1 Fees: The Client agrees to pay the Developer the total amount of [Total Fee] as specified in the SOW.

6.2 Payment Schedule: Payments will be made according to the following schedule:

6.2.1 [Initial Payment] upon signing of this Contract.

6.2.2 [Milestone Payment] upon completion of [Milestone].

6.2.3 [Final Payment] upon successful completion and acceptance of the Software.

6.3 Late Payments: Any late payments will incur interest at a rate of [Interest Rate] per month, or the maximum rate allowed by law, whichever is less.

7. Intellectual Property

7.1 Ownership: All intellectual property rights in the Software and Deliverables created under this Contract shall be owned by the Client upon full payment.

7.2 License: The Developer grants the Client a non-exclusive, perpetual, worldwide license to use the Software and Deliverables for its intended purposes.

8. Confidentiality

8.1 Confidential Information: Both parties agree to keep all confidential information received from the other party in strict confidence and not to disclose it to any third parties without prior written consent.

8.2 Exceptions: The obligations of confidentiality do not apply to information that is publicly known or required to be disclosed by law.

9. Warranties and Representations

9.1 Developer Warranties: The Developer warrants that the Software will perform in accordance with the specifications outlined in the SOW.

9.2 Client Warranties: The Client warrants that it has the authority to enter into this Contract and will fulfill its obligations as specified.

10. Indemnification

10.1 Developer Indemnification: The Developer agrees to indemnify and hold harmless the Client against any claims arising from the Developer’s breach of this Contract.

10.2 Client Indemnification: The Client agrees to indemnify and hold harmless the Developer against any claims arising from the Client’s misuse of the Software.

11. Termination

11.1 Termination for Convenience: Either party may terminate this Contract for any reason with [Notice Period] days' written notice to the other party.

11.2 Termination for Cause: Either party may terminate this Contract immediately if the other party breaches any material term of this Contract and fails to cure such breach within [Cure Period] days of receiving written notice.

12. Governing Law

12.1 This Contract will be governed by and construed in accordance with the laws of England and Wales.

13. Dispute Resolution

13.1 Negotiation: The parties agree to attempt to resolve any disputes through good faith negotiation.

13.2 Arbitration: If the dispute cannot be resolved through negotiation, it will be submitted to binding arbitration in accordance with the rules of the [Arbitration Institution].

14. Miscellaneous

14.1 Entire Agreement: This Contract constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

14.2 Amendments: Any amendments or modifications to this Contract must be made in writing and signed by both parties.

14.3 Severability: If any provision of this Contract is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

14.4 Notices: Any notices required under this Contract must be sent to the addresses specified above by registered mail.

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

[Client Name] [Developer Name]

By: ____________________________ By: ____________________________

Name: __________________________ Name: __________________________

Title: ___________________________ Title: ___________________________

Date: ___________________________ Date: ___________________________

Attachment: Statement of Work (SOW)