Sample Software Development Contract

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

1. Parties

• Client: [Client's Name], located at [Client's Address]
• Developer: [Developer's Name], located at [Developer's Address]

2. Background The Client desires to have software developed for [Purpose or Function of the Software], and the Developer has the expertise and resources to deliver such software. This Contract outlines the terms and conditions under which the Developer will provide the software development services to the Client.

3. Scope of Work

• 3.1 Description of Services: The Developer agrees to design, develop, test, and deliver software that meets the specifications outlined in Exhibit A (the "Specifications").
• 3.2 Deliverables: The Developer will deliver the following:
  • A functional software application based on the Specifications.
  • Documentation including user manuals, installation guides, and technical documentation.
  • Source code and related assets.

4. Project Timeline

• 4.1 Project Schedule: The Developer shall complete the software development in accordance with the milestones outlined in Exhibit B.
• 4.2 Delays: Any delays in the project must be communicated to the Client immediately. Both parties will agree on a new timeline for completion.

5. Payment Terms

• 5.1 Fees: The Client agrees to pay the Developer a total fee of [Total Amount] for the services described herein.
• 5.2 Payment Schedule: Payments will be made as follows:
  • [Percentage] upon signing this Contract.
  • [Percentage] upon completion of the first milestone.
  • [Percentage] upon delivery of the final product.

6. Confidentiality

• 6.1 Confidential Information: Both parties agree to keep all confidential information disclosed during the course of this Contract private and not disclose it to any third parties without prior written consent.
• 6.2 Non-Disclosure Agreement: The terms of any non-disclosure agreement signed between the parties are incorporated into this Contract.

7. Intellectual Property Rights

• 7.1 Ownership: Upon full payment, the Client will own all intellectual property rights to the software, including but not limited to the source code, documentation, and any other materials developed.
• 7.2 License: The Developer retains the right to use any pre-existing tools, libraries, or code not specifically developed for the Client's project.

8. Warranties and Representations

• 8.1 Warranties: The Developer warrants that the software will be free from defects and will conform to the Specifications.
• 8.2 Limitation of Liability: The Developer's liability is limited to the amount paid by the Client under this Contract.

9. Termination

• 9.1 Termination for Convenience: Either party may terminate this Contract with [Number] days' written notice.
• 9.2 Termination for Cause: Either party may terminate this Contract if the other party fails to comply with the terms and conditions set forth.

10. Governing Law

• 10.1 Jurisdiction: This Contract will be governed by and construed in accordance with the laws of [State/Country].
• 10.2 Dispute Resolution: Any disputes arising from this Contract will be resolved through [Mediation/Arbitration/Court] in [Location].

11. Miscellaneous

• 11.1 Entire Agreement: This Contract constitutes the entire agreement between the parties and supersedes all prior agreements.
• 11.2 Amendments: Any amendments or modifications to this Contract must be in writing and signed by both parties.
• 11.3 Severability: If any provision of this Contract is found to be invalid, the remaining provisions will continue in full force and effect.

Signatures

Client: ___________________________
Name: [Client's Name]
Title: [Client's Title]
Date: ___________________________

Developer: ________________________
Name: [Developer's Name]
Title: [Developer's Title]
Date: ___________________________

Exhibits

• Exhibit A: Specifications
• Exhibit B: Project Milestones and Timeline