[{"data":1,"prerenderedAt":533},["ShallowReactive",2],{"document-client-and-developer-agreement-D783":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":36,"customDescModule":181,"customdescription":6,"mdFm":182,"mdProseHtml":532},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"CLIENT AND DEVELOPER AGREEMENT This Client and Developer Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Client\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SERVICE PROVIDER] (the \"Developer\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Developer performs programming and systems analysis services; WHEREAS, Client desires to avail itself of Developer programming and systems analysis services; and WHEREAS, Client and Developer desire to establish standard terms and conditions that shall apply to such services to be performed by Developer for Client; NOW, THEREFORE, it is mutually agreed as follows: DEFINITIONS As used throughout this Agreement, the following shall have the meanings below unless otherwise indicated: The term \"Acceptance\" shall have the meaning as defined in Section 5, hereto. The term \"Affiliate\" of a named Party means a corporation, partnership, joint venture or other entity controlling, controlled by or under common control with such Party. For the purposes hereof, the term \"control\" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any such entity whether through the ownership of voting securities, by contract or otherwise. The term \"Agreement\" means the terms and conditions, all attached Exhibits, and any other documents made a part of this Agreement or incorporated by reference, including any written amendments which have been signed by the Authorized Signatories of all parties. The term \"Approved Sub-developer\" shall have the meaning as defined in Section 6.7, hereto. The term \"Authorized Signatory\" means, with regard to Client, [INDIVIDUAL NAME], and, with regard to the Developer, [INDIVIDUAL NAME]. The term \"Developer\" means [SERVICE PROVIDER NAME], as well as its employees, directors, subsidiaries, Affiliates, successors and assigns, existing now and created in the future. The term \"Confidential Information\" shall have the meaning as defined in Section 11 hereto. The term \"Developer Personnel\" means any and all Developer employees, agents, and Sub-developers supplied by Developer to perform services for Client and in no event or for any purpose will these persons be considered employees of Client. The term \"Documentation\" means all or any portion of the materials, in written or other tangible form (including on magnetic media), generated by Developer and Developer Personnel in the performance of the Work, including without limitation any Software summaries, Software design, architectures, program logic, flow charts, source code, program listings, functional or technical specifications, logical models, user guides, operator guides, installation and operation guides, and any other supporting or programming materials. The term \"Fixed Price Project\" or \"FP Project\" is a Project in which Developer provides Work to Client for which payment is based on either specific deliverable Work Product or another basis as agreed by the Parties other than the pricing set forth in Exhibit B. The term \"Client\" means [YOUR COMPANY NAME], its employees, directors, subsidiaries, Affiliates, successors and assigns, existing now or created in the future. The term \"Client Competitor\" means any entity that is in the business, anywhere in the world, of [SPECIFY NATURE OF ACTIVITIES], and any affiliate of such entity, including, without limitation, [COMPANY NAME] and its affiliates, [COMPANY NAME], other [SPECIFY] and their parents or affiliates, provided that [SERVICE PROVIDER] and its affiliated companies shall not be considered Client Competitors. The term \"Client Technical Coordinator\" means the Client employee assigned by Client pursuant to the applicable Statement of Work to oversee and coordinate Work to be performed. The term \"Party\" in its singular or plural form, refers to either Client or Developer or both, as dictated by the use. The term \"Pre-Existing Developer IP\" shall mean all intellectual property rights, including without limitation patents, copyrights and trade secret rights, and the tangible embodiments thereof, owned by Developer, the ownership of which by Developer either (A) pre-dates the date of the Statement of Work pursuant to which the relevant Work was performed, or (B) arises exclusively as a result of independent development by Developer and not as a result of the performance of this Agreement or of Developer's exposure to any Client Confidential Information or other Client intellectual property. The term \"Project\" means an effort in which Developer provides Work to Client resulting in deliverable Work Product as defined by a Statement of Work specific to the Project and which may be either a Fixed Price Project or a Time & Materials Project. The first deliverable Work Product for a Project may be the development of the SOW. The SOW may reference other documents for a complete specification of the Work Product. The term \"Purchase Order\" means Client's standard form, [SPECIFY], and any exhibits and attachments incorporated therein, which shall be used by Client to provide funds for all Work to be performed by Developer and which has been properly signed by a Client procurement official authorized to execute such form. The term \"Software\" means the instructions for a computer, whether in source code, object code, executable form, firmware or otherwise and whether tangible or intangible, together with all related Documentation, and the intangible interests in all of the foregoing. The term \"Statement of Work\" (SOW) means a written document which is mutually acceptable to the [COMPANY NAME] for a specific Project and generally in the form shown in Exhibit A. The term \"Time & Materials (T&M) Project\" means a Project in which Developer provides Work to Client for which payment is based on the rates set forth in Exhibit B. The term \"Term\" means the period during which this Agreement is effective. The term \"Requirements Documents\" means all Purchase Orders and associated Statements of Work issued pursuant to this Agreement, and any other mutually agreed, written statements of the performance standards to which the Work must conform. The term, \"Software\" means the tangible machine-readable or printed computer program(s) used in connection with the Work. The term \"Technical Coordinator\" means the Client employee assigned to oversee and coordinate Work to be performed in connection with a given Developer Request or Purchase Order. The term \"Work\" means the remediation tasks, performance, reports, services, Documentation and other items to be provided under this Agreement and which will be furnished by Developer to Client, at Client's request, pursuant to a Purchase Order, including but not limited to all writings, inventions, improvements or discoveries, whether or not copyrightable or patentable, which are written, conceived, made or discovered by Developer and are in any way related to the performance of this Agreement. The term \"Work Product\" means all items and information, whether tangible or intangible and in whatever form or media, including without limitation all Documentation, inventions, improvements or discoveries, whether or not copyrightable or patentable, which are written, created, conceived, made or discovered by Developer or any Developer Personnel as a result of the performance of this Agreement, together with all copyrights, patents, trade secret rights or other intellectual property rights in any of the foregoing.. SCOPE OF AGREEMENT Scope of work From time to time, Client may request and Developer may provide Developer Personnel to perform Work",null,"Client and Developer Agreement","29",227,"doc","https://templates.business-in-a-box.com/imgs/1000px/client-and-developer-agreement-D783.png","https://templates.business-in-a-box.com/imgs/250px/783.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#783.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":17,"url":18},"client developer agreement","Client and Developer Agreement Template","https://templates.business-in-a-box.com/imgs/400px/783.png","https://templates.business-in-a-box.com/imgs/600px/783.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,33],{"label":26,"url":27},{"label":31,"url":32},"Legal Agreements","/templates/business-legal-agreements/",{"label":34,"url":35},"Development Agreements","/templates/development-agreements/",[37,41,45,49,53,57,61,65,69,73,77,81,85,100,117,129,147,164],{"label":38,"url":39,"thumb":40,"extension":10},"Client Service Agreement","/template/client-service-agreement-D13255","https://templates.business-in-a-box.com/imgs/250px/13255.png",{"label":42,"url":43,"thumb":44,"extension":10},"Web Developer Job Description","/template/web-developer-job-description-D11725","https://templates.business-in-a-box.com/imgs/250px/11725.png",{"label":46,"url":47,"thumb":48,"extension":10},"Full Stack Developer Job Description","/template/full-stack-developer-job-description-D13516","https://templates.business-in-a-box.com/imgs/250px/13516.png",{"label":50,"url":51,"thumb":52,"extension":10},"Client Satisfaction Survey","/template/client-satisfaction-survey-D1461","https://templates.business-in-a-box.com/imgs/250px/1461.png",{"label":54,"url":55,"thumb":56,"extension":10},"Client Sessions Log","/template/client-sessions-log-D13092","https://templates.business-in-a-box.com/imgs/250px/13092.png",{"label":58,"url":59,"thumb":60,"extension":10},"Client Contact List","/template/client-contact-list-D13091","https://templates.business-in-a-box.com/imgs/250px/13091.png",{"label":62,"url":63,"thumb":64,"extension":10},"Web Site Development and Service Agreement","/template/web-site-development-and-service-agreement-D5181","https://templates.business-in-a-box.com/imgs/250px/5181.png",{"label":66,"url":67,"thumb":68,"extension":10},"Development and Publishing Agreement","/template/development-and-publishing-agreement-D5190","https://templates.business-in-a-box.com/imgs/250px/5190.png",{"label":70,"url":71,"thumb":72,"extension":10},"Economic Development Agreement","/template/economic-development-agreement-D13006","https://templates.business-in-a-box.com/imgs/250px/13006.png",{"label":74,"url":75,"thumb":76,"extension":10},"Low Income Housing Developer Business Plan","/template/low-income-housing-developer-business-plan-D11997","https://templates.business-in-a-box.com/imgs/250px/11997.png",{"label":78,"url":79,"thumb":80,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":82,"url":83,"thumb":84,"extension":10},"Joint Development Agreement Standard","/template/joint-development-agreement-standard-D887","https://templates.business-in-a-box.com/imgs/250px/887.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":94,"keywords":98,"url":99},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[95],{"label":96,"url":97},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":104,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":116},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":109,"description":6},"non disclosure agreement nda",[111,113],{"label":31,"url":112},"business-legal-agreements",{"label":114,"url":115},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":118,"descriptionCustom":6,"label":119,"pages":88,"size":104,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":125,"keywords":124,"url":128},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":124,"description":6},"service agreement",[126,127],{"label":31,"url":112},{"label":31,"url":112},"/template/service-agreement-D12711",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":104,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":138,"keywords":137,"url":146},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":137,"description":6},"employment agreement_at will employee",[139,142,145],{"label":140,"url":141},"Human Resources","human-resources",{"label":143,"url":144},"Hire an Employee","hire-employee",{"label":31,"url":112},"/template/employment-agreement_at-will-employee-D541",{"description":148,"descriptionCustom":6,"label":149,"pages":103,"size":104,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":155,"keywords":162,"url":163},"STATEMENT OF WORK COMPANY NAME CLIENT NAME PROJECT NAME PROJECT MANAGER START DATE END DATE SCOPE OF WORK Describe this project in as much detail as possible. PROJECT OBJECTIVES Objective #1 Objective #2 Objective #3 Objective #4 TEAM ","Statement Of Work","https://templates.business-in-a-box.com/imgs/1000px/statement-of-work-D12981.png","https://templates.business-in-a-box.com/imgs/250px/12981.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12981.xml",{"title":154,"description":6},"statement of work",[156,159],{"label":157,"url":158},"Sales & Marketing","sales-marketing",{"label":160,"url":161},"Marketing Plan","marketing-plan","statement work","/template/statement-of-work-D12981",{"description":165,"descriptionCustom":6,"label":166,"pages":167,"size":168,"extension":10,"preview":169,"thumb":170,"svgFrame":171,"seoMetadata":172,"parents":173,"keywords":179,"url":180},"WEBSITE DESIGN AND DEVELOPMENT AGREEMENT - WORK FOR HIRE This Website Design and Development Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [DEVELOPER NAME] (the \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Customer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Background Information The Developer is in the business of designing websites and has experience in the industry. The Customer wishes to have a website created meeting the specifications (Exhibit \"A\") set forth herein (\"Website\") and to make such website available through the Internet. The customer is the current registered owner of the Internet domain name [ADDRESS], which shall be the URL at which the Website shall be located. NOW THEREFORE, in consideration of the covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following: CREATION OF WEBSITE Engagement of Developer Customer hereby engages the services of the Developer for the purpose of designing, creating, testing and delivering a fully functional Website, to be delivered to the Customer in the form of Hypertext Markup Language (\"HTML\"), JAVA and/or FLASH languages, most current version, which meets the specifications set forth herein and which is fully ready and operational upon placement on a server and creation of necessary connections for availability on the World Wide Web. Delivery Responsibilities of the Customer Within [NUMBER] days from the date of execution of this Agreement, Customer will deliver the items listed in Exhibit \"B\" attached hereto to the Developer. The items described in Exhibit \"B\" shall include all content to be included in the Website, including but not limited to textual materials, logos, photographs, sound files, databases, video files and other Website content (\"Website Content\") required to be included in the Website as described in the specifications, but excluding those items that shall be the responsibility of the Developer to create as provided in Section 2.3 below. All such Website Content shall be delivered to Developer on 100mg \"Zip Disc. Logo files shall be in GIF format, photographs shall be in JPG format, written text shall be in [WORD PROCESSOR] format, video files shall be in MPEG format, and sound files shall be in Mp3 file format. Developer Created Content As provided in Section 2.2 above, the Customer shall be responsible for delivering all Website Content except for those items that Developer has specifically agreed to create pursuant to the terms of this Section 2.3. Developer shall have the obligation as part of its duties hereunder to create the Website Content listed in Exhibit \"C\" attached hereto. In developing the Website Content listed in Exhibit \"C\" hereto, Developer is authorized to utilize such subcontractors as Developer may desire. Site Plan and Site Mockup The Website to be designed by the Developer shall be in substantial conformity with the site map and Website \"mockup\" attached hereto as Exhibit \"D.\" Hidden Text Developer shall not include any hidden text or codes in the development of the Website except as specifically requested by the Customer. Notwithstanding the above, the Customer hereby directs the Developer to include Meta Tags on the Website which include the keywords set forth in Exhibit \"E\" attached hereto. Placement of Site During Development Developer shall create a password protected access site to make the Website available for review by the Customer periodically through the development stage. Developer will notify the Customer of the location of the Website and the method for gaining access to the Website. The password assigned to the Customer shall be unique to the Customer and shall not be provided by either party to any other party except the Customer and the Developer. Stages of Completion Developer shall use its reasonable efforts to meet the completion schedule attached hereto in Exhibit \"F.\" it is contemplated by the parties that the final completion and delivery date shall be as indicated on Exhibit \"F.\" However, Customer acknowledges and agrees that any changes or deviations in the specifications, site plan, mockups, graphics, or any other element of the Website, and Customer delays in fulfilling Customer's responsibilities, include delivering Site Content and promptly reviewing and commenting on completed work will lead to delays in the completion schedule. Form of Delivery The final Website shall be delivered to the Customer on 100mb Zip Disc. Links All links contained in the Website shall be tested and confirmed to be accurate prior to delivery of the final Website to the customer. Acceptance Period Customer shall have a period of [NUMBER] days following delivery of the final Website during which Customer may engage in testing of the Website. Customer shall notify the Developer no later than the [_th] day following delivery of any items contained in the Website that do not conform to specifications. In the event that the Customer does not so notify the Developer within the [NUMBER] day period, Customer shall be deemed to have accepted the Website in all respects. Correction of Deviations From Specification Developer shall have a period of [NUMBER] days following receipt of written notification from Customer as provided in Section 2.10 above to correct any items raised by the Customer into conformance with the specifications and to deliver such corrected items to the customer. Customer shall have a period of [NUMBER] days after delivery of the revisions to notify the Developer of any further non-conformance with the specifications. Developer shall have a period of [NUMBER] days after receipt of this notification to make corrections. This procedure shall continue until such time as Customer makes final acceptance of the Website. Back-Up Copy of Website Developer shall retain a backup of the Website files relative to the accepted Website for a period of [NUMBER] days following final acceptance by the Customer. Thereafter, Developer shall destroy all copies of the Customer's Website, unless Developer is providing hosting of the Customer's Site pursuant to a separate hosting Agreement. COMPENSATION FOR DEVELOPER SERVICES Development Fee In consideration of the services to be performed by the Developer hereunder, including the delivery of a completed Website meeting the specifications set forth and referred to herein, the Customer shall pay to Developer a total development fee (\"Development Fee\") equal to [AMOUNT], which shall be payable as set forth in the Schedule of Payment referred to in Section 3.2, below. Schedule of Payments Customer shall pay to Developer, upon execution of this Agreement, an amount equal to [AMOUNT] as the initial payment for Developer's services provided hereunder. Thereafter, the remainder of the Development Fee shall be paid to the Developer at the times described in the Schedule of Payments set forth and attached hereto as Exhibit \"G.\" Stages of Development; Invoice Upon achievement of the various stages of development that require an additional payment to be made to Developer, Developer shall notify the Customer in writing that such stage of development has been reached and shall deliver such deliverables that corresponds to that stage of development to the Customer, together with an invoice for the amount due at such stage of development. Customer shall make payment on such invoice within [NUMBER] days after receipt of such invoice.","Website Design Agreement","16",80,"https://templates.business-in-a-box.com/imgs/1000px/website-design-agreement-D821.png","https://templates.business-in-a-box.com/imgs/250px/821.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#821.xml",{"title":6,"description":6},[174,176],{"label":17,"url":175},"software-technology-business",{"label":177,"url":178},"E-Commerce","ecommerce-business","website design agreement","/template/website-design-agreement-D821",false,{"seo":183,"reviewer":196,"legal_disclaimer":200,"quick_facts":201,"at_a_glance":203,"personas":207,"variants":232,"glossary":260,"clauses":294,"how_to_fill":345,"common_mistakes":386,"faqs":411,"industries":439,"comparisons":464,"diy_vs_lawyer":476,"jurisdictions":489,"related_template_ids_curated":510,"schema":519,"classification":520},{"meta_title":184,"meta_description":185,"primary_keyword":186,"secondary_keywords":187},"Client and Developer Agreement Template (Free Word)","Free client and developer agreement template covering scope, deliverables, IP ownership, payment, confidentiality, and termination. Used in 190+ countries. Free Word and PDF download.","client and developer agreement template",[188,189,190,191,192,193,194,195],"software development agreement template","web development contract template","developer contract template free","client developer contract word","freelance developer agreement template","software development contract template","web developer client agreement","app development contract template",{"name":197,"credential":198,"reviewed_date":199},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":202,"legal_review_recommended":200,"signature_required":200,"notarization_required":181},"advanced",{"what_it_is":204,"when_you_need_it":205,"whats_inside":206},"A Client and Developer Agreement is a legally binding contract between a client and a software or web developer that defines the scope of work, deliverables, timeline, payment schedule, IP ownership, confidentiality obligations, and termination rights. This free Word download gives you a professionally structured starting point you can edit online and export as PDF before any development project begins.\n","Use it whenever you engage a developer — freelance, agency, or independent contractor — to build, customize, or maintain software, a website, a mobile app, or any digital product. Execute it before any code is written or deposit is paid to establish enforceable obligations on both sides.\n","Project scope and specifications, milestone schedule and acceptance criteria, payment terms and late-fee provisions, intellectual property assignment, confidentiality and non-disclosure obligations, warranties, limitation of liability, termination rights, and governing law.\n",[208,212,216,220,224,228],{"title":209,"use_case":210,"icon_asset_id":211},"Startup founders","Commissioning a custom app or MVP from a freelance or agency developer","persona-startup-founder",{"title":213,"use_case":214,"icon_asset_id":215},"Small business owners","Hiring a web developer to build or redesign a company website","persona-small-business-owner",{"title":217,"use_case":218,"icon_asset_id":219},"Freelance developers","Protecting payment and limiting liability before starting client projects","persona-freelancer",{"title":221,"use_case":222,"icon_asset_id":223},"Digital agencies","Standardizing contracts across multiple client development engagements","persona-agency",{"title":225,"use_case":226,"icon_asset_id":227},"Product managers","Engaging a third-party developer for a feature build alongside an internal team","persona-operations-director",{"title":229,"use_case":230,"icon_asset_id":231},"E-commerce entrepreneurs","Contracting a developer to build a custom Shopify or WooCommerce storefront","persona-retailer",[233,236,240,244,248,252,256],{"situation":234,"recommended_template":87,"slug":235},"Hiring a self-employed developer for a one-off project","independent-contractor-agreement-D160",{"situation":237,"recommended_template":238,"slug":239},"Engaging a software agency on a long-term retainer","Software Development Retainer Agreement","custom-software-development-agreement-D787",{"situation":241,"recommended_template":242,"slug":243},"Commissioning a mobile app with phased milestone payments","App Development Agreement","development-and-publishing-agreement-D5190",{"situation":245,"recommended_template":246,"slug":247},"Protecting proprietary technology shared with a developer","Non-Disclosure Agreement (NDA)","non-disclosure-agreement-nda-D12692",{"situation":249,"recommended_template":250,"slug":251},"Licensing completed software back to the client on specific terms","Software License Agreement","software-license-agreement-D12928",{"situation":253,"recommended_template":254,"slug":255},"Maintaining or supporting software after launch","Software Maintenance Agreement","software-maintenance-agreement-D805",{"situation":257,"recommended_template":258,"slug":259},"Hiring a full-time developer as an employee","Employment Contract","employment-agreement_at-will-employee-D541",[261,264,267,270,273,276,279,282,285,288,291],{"term":262,"definition":263},"Scope of Work","A detailed description of the specific tasks, features, and deliverables the developer agrees to build, forming the primary basis for evaluating completion.",{"term":265,"definition":266},"Deliverable","A specific, tangible output the developer must produce — such as a functional feature, codebase, or design asset — that the client can test and accept.",{"term":268,"definition":269},"Acceptance Criteria","Defined standards or test conditions a deliverable must meet before the client is obligated to approve it and trigger the next payment milestone.",{"term":271,"definition":272},"Work for Hire","A legal doctrine under which work created by a contractor at the direction of a client is treated as owned by the client from the moment of creation — requires explicit contract language in most jurisdictions.",{"term":274,"definition":275},"IP Assignment","A clause that transfers ownership of all code, designs, and related intellectual property created during the project from the developer to the client upon full payment.",{"term":277,"definition":278},"Milestone Payment","A payment tranche released when the developer completes and the client accepts a defined phase of the project, rather than paying the full fee upfront.",{"term":280,"definition":281},"Kill Fee","A pre-agreed payment owed to the developer if the client cancels the project after work has begun, compensating for time and resources already invested.",{"term":283,"definition":284},"Limitation of Liability","A clause capping the maximum financial exposure of either party — typically the total fees paid — for damages arising from the agreement.",{"term":286,"definition":287},"Warranty","The developer's promise that the delivered work will function as specified for a defined period after acceptance, and that defects will be corrected at no additional charge.",{"term":289,"definition":290},"Governing Law","The jurisdiction whose laws are used to interpret and enforce the agreement, typically the state or country where the developer or client is based.",{"term":292,"definition":293},"Change Order","A written amendment to the original scope of work that documents additional tasks, revised timelines, and adjusted fees agreed to by both parties after the contract is signed.",[295,300,305,310,315,320,325,330,335,340],{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Parties and project identification","Identifies the client and developer as legal entities, names the specific project, and records the effective date of the agreement.","This Client and Developer Agreement ('Agreement') is entered into as of [DATE] between [CLIENT LEGAL NAME], a [ENTITY TYPE] ('Client'), and [DEVELOPER LEGAL NAME / FULL NAME], a [ENTITY TYPE / individual] ('Developer'), for the development of [PROJECT NAME].","Using a trading name instead of the developer's or client's registered legal entity. If the named party doesn't match the signatory's legal identity, enforcement of payment or IP clauses becomes significantly harder.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Scope of work and specifications","Defines exactly what the developer will build, referencing a detailed specification document or schedule attached to the agreement.","Developer shall design, develop, and deliver the software described in Schedule A ('Specifications') attached hereto. Any work outside the Specifications requires a written Change Order signed by both parties.","Embedding the full technical specification inside the main contract body rather than in a Schedule A. When scope evolves, the entire contract appears to change — a separate schedule is far easier to amend.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Milestones, timeline, and acceptance","Sets out the delivery schedule, the criteria each deliverable must meet for client acceptance, and the review period the client has before acceptance is deemed given.","Developer shall deliver each milestone listed in Schedule B by the dates specified. Client shall have [10] business days following delivery to review and either accept or provide written notice of defects. Silence after [10] business days constitutes acceptance.","No deemed-acceptance provision. Without one, a client can delay acceptance indefinitely by not responding, blocking payment and leaving the project in limbo.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Payment terms and late fees","States the total project fee, the payment schedule tied to milestones or calendar dates, the invoice procedure, and the late-fee rate for overdue amounts.","Client shall pay Developer a total fee of $[AMOUNT], payable per the schedule in Schedule B. Invoices are due within [14] days of issuance. Overdue amounts accrue interest at [1.5]% per month from the due date.","No milestone-linked payment structure — paying 100% upfront removes the client's only leverage over delivery quality; paying 100% on completion removes the developer's incentive to start.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Intellectual property assignment","Transfers ownership of all custom code, designs, and deliverables from the developer to the client upon receipt of full payment, while carving out pre-existing tools or libraries the developer retains.","Upon receipt of full payment, Developer irrevocably assigns to Client all right, title, and interest in the Deliverables, including all copyrights and related IP. Developer retains ownership of Pre-Existing Materials listed in Schedule C and grants Client a non-exclusive license to use them as incorporated in the Deliverables.","No carve-out for pre-existing developer tools and libraries. A blanket assignment of 'all IP' could inadvertently require the developer to transfer ownership of third-party open-source components, creating an unenforceable clause.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Confidentiality","Obligates both parties to keep each other's business information, technical data, and project details confidential during and after the engagement.","Each party shall keep confidential all non-public information disclosed by the other party in connection with this Agreement and shall not disclose or use such information except as necessary to perform its obligations hereunder. This obligation survives termination for [3] years.","One-sided confidentiality that only binds the developer. Clients share sensitive business logic, user data, and roadmap details with developers — mutual confidentiality protects both parties.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Warranties and bug-fix period","States the developer's promise that deliverables will function materially as specified, and defines the warranty period during which defects will be fixed at no charge.","Developer warrants that the Deliverables will perform materially in accordance with the Specifications for [90] days following acceptance ('Warranty Period'). Developer shall correct confirmed defects within [10] business days of written notice at no additional charge.","No defined warranty period or defect-correction timeline. Without one, the developer has no contractual obligation to fix post-launch bugs, leaving the client exposed with no recourse and no budget for remediation.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Limitation of liability","Caps the maximum damages either party can recover under the agreement — typically limited to the total fees paid — and excludes consequential or indirect damages.","In no event shall either party's aggregate liability exceed the total fees paid by Client to Developer in the [12] months preceding the claim. Neither party shall be liable for indirect, incidental, or consequential damages, including lost profits.","No limitation of liability clause at all. Without one, a developer who delivers software with a critical bug could be exposed to unlimited consequential damages — including lost revenue claims that dwarf the project fee.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Termination rights","Defines the conditions under which either party can end the agreement early — for cause (material breach) or for convenience — and what is owed upon each type of termination.","Either party may terminate for cause upon [15] days' written notice if the other party materially breaches and fails to cure within the notice period. Client may terminate for convenience upon [30] days' written notice, in which case Client shall pay all fees earned through the termination date plus the kill fee specified in Schedule B.","Termination-for-convenience clause that allows the client to cancel with no financial obligation. Developers who have invested time in planning, architecture, and partial builds deserve compensation for work completed — always include a kill fee.",{"name":341,"plain_english":342,"sample_language":343,"common_mistake":344},"Governing law and dispute resolution","Specifies which jurisdiction's laws govern the contract and how disputes will be resolved — arbitration, mediation, or litigation — and where proceedings take place.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute arising hereunder shall be resolved by binding arbitration administered by [AAA / JAMS / applicable body] in [CITY], except that either party may seek injunctive relief in a court of competent jurisdiction.","Choosing a governing law with no connection to either party's location. Several jurisdictions — California in particular — apply their own employment and contractor laws regardless of a contrary governing-law clause.",[346,351,356,361,366,371,376,381],{"step":347,"title":348,"description":349,"tip":350},1,"Identify both parties using legal entity names","Enter the full registered legal name of the client organization and the developer's legal name or registered business name. Include entity type (LLC, Inc., sole proprietor) and jurisdiction of formation.","Ask the developer for a copy of their business registration or freelance registration before signing — mismatched names cause enforcement problems if payment disputes arise.",{"step":352,"title":353,"description":354,"tip":355},2,"Attach a detailed scope in Schedule A","Document every feature, integration, platform, and technical requirement the developer is expected to deliver. The more specific Schedule A is, the harder it becomes for either party to dispute what was or wasn't included.","Use user stories or acceptance criteria per feature rather than high-level descriptions — 'User can reset password via email link' is enforceable; 'login functionality' is not.",{"step":357,"title":358,"description":359,"tip":360},3,"Define milestones and payment amounts in Schedule B","Break the project into 3–5 phases, assign a delivery date and dollar amount to each, and specify the acceptance criteria that trigger payment. A common split: 25% upfront, 25% at design approval, 25% at beta delivery, 25% at final acceptance.","Never agree to a payment schedule where more than 50% is paid before functional code is delivered — it removes the client's primary leverage over quality.",{"step":362,"title":363,"description":364,"tip":365},4,"List pre-existing developer tools in Schedule C","Have the developer enumerate all frameworks, libraries, boilerplate code, and third-party tools they plan to incorporate that are not being created specifically for this project. Grant the client a license to use these components as integrated into the final deliverable.","Confirm that any open-source components in Schedule C are licensed under terms compatible with your intended commercial use — MIT and Apache 2.0 are generally safe; GPL requires care.",{"step":367,"title":368,"description":369,"tip":370},5,"Set the IP assignment trigger to full payment","Confirm the IP assignment clause transfers ownership only upon receipt of full payment. This gives the developer a meaningful incentive to resolve disputes over final invoices before delivering source code.","Consider an escrow arrangement for large projects — final payment releases simultaneously with source code handover, protecting both parties.",{"step":372,"title":373,"description":374,"tip":375},6,"Calibrate the limitation of liability amount","Set the aggregate liability cap at the total project fee or at 12 months of fees for retainer arrangements. Confirm both parties are excluding consequential damages by name.","If the client's business could suffer significant revenue loss from a software failure, consider requiring the developer to carry professional indemnity insurance and name the client as an additional insured.",{"step":377,"title":378,"description":379,"tip":380},7,"Sign before work begins and any deposit is paid","Both parties must execute the agreement before the developer starts work or the client transfers any funds. An unsigned contract is unenforceable in most jurisdictions.","Use an eSign tool that timestamps execution and stores the fully executed copy — an undated contract invites disputes about when obligations began.",{"step":382,"title":383,"description":384,"tip":385},8,"Process change orders in writing for every scope addition","Whenever either party requests work outside Schedule A, document it in a written change order that specifies the additional tasks, revised timeline, and extra fee. Both parties sign before the additional work begins.","Scope creep — undocumented additions that accumulate over the project — is the single most common cause of developer-client disputes. A one-line email confirming the change is not sufficient; use a numbered change order.",[387,391,395,399,403,407],{"mistake":388,"why_it_matters":389,"fix":390},"No written scope before work begins","Without a documented scope, every disagreement about what was promised becomes a credibility contest. Developers and clients consistently recall verbal agreements differently, especially as projects grow.","Attach a Schedule A with feature-level specifications signed by both parties before the first line of code is written. Revisions to scope go through a formal change-order process.",{"mistake":392,"why_it_matters":393,"fix":394},"100% upfront payment with no milestones","Paying the full project fee before delivery removes the client's only financial leverage over quality, timeline, and responsiveness. If the developer abandons the project or delivers non-conforming work, recovery is difficult.","Structure payments across 3–5 milestones tied to specific deliverables. Hold at least 20–25% of the total fee until final acceptance.",{"mistake":396,"why_it_matters":397,"fix":398},"Omitting an IP assignment clause","Without an explicit assignment, the developer retains copyright in the code they write by default in most jurisdictions. The client may pay for software they do not legally own and cannot modify without the developer's permission.","Include a clear IP assignment clause transferring all deliverable IP to the client upon full payment, with a separate license carve-out for pre-existing developer tools.",{"mistake":400,"why_it_matters":401,"fix":402},"No deemed-acceptance provision in the review clause","A client who never formally accepts or rejects a deliverable can hold the developer's final payment hostage indefinitely. Courts are reluctant to compel payment without evidence of acceptance.","Add a deemed-acceptance provision: if the client does not provide written notice of defects within 10 business days of delivery, the deliverable is automatically deemed accepted.",{"mistake":404,"why_it_matters":405,"fix":406},"No kill fee for client-initiated termination","Clients sometimes cancel projects mid-development due to budget cuts or strategic shifts. Without a kill fee, a developer who has invested weeks of work may receive nothing beyond milestone payments already made.","Define a kill fee equal to a percentage of remaining contract value — typically 15–25% — payable if the client terminates for convenience after the project has passed the initial planning phase.",{"mistake":408,"why_it_matters":409,"fix":410},"Governing law that conflicts with the developer's jurisdiction","Choosing New York law for a developer working in California does not override California's contractor classification rules, IP laws, or non-compete restrictions — the local law applies regardless of what the contract says.","Use the governing law of the jurisdiction where the developer primarily performs services, or get legal advice on which jurisdiction's law is most appropriate for the specific parties and project.",[412,415,418,421,424,427,430,433,436],{"question":413,"answer":414},"What is a client and developer agreement?","A client and developer agreement is a binding contract between a client and a software or web developer that governs the terms of a development engagement. It defines the scope of work, payment schedule, IP ownership, confidentiality obligations, warranties, and termination rights. It replaces informal email exchanges as the authoritative record of what was agreed and creates enforceable obligations on both sides.\n",{"question":416,"answer":417},"Who owns the code after the project is complete?","Ownership depends entirely on what the contract says. Without an explicit IP assignment clause, the developer retains copyright over code they create in most jurisdictions — including the US, UK, Canada, and the EU. A properly drafted client and developer agreement assigns all deliverable IP to the client upon receipt of full payment, while carving out pre-existing tools and libraries the developer retains and licenses for use in the project.\n",{"question":419,"answer":420},"What is a kill fee and should it be included?","A kill fee is a pre-agreed payment owed to the developer if the client cancels the project after work has begun. It compensates the developer for time invested in planning, architecture, and partial builds that cannot be repurposed elsewhere. Including a kill fee is strongly recommended — a typical range is 15–25% of the remaining contract value, payable on the date of cancellation.\n",{"question":422,"answer":423},"Is a client and developer agreement the same as an independent contractor agreement?","They overlap significantly but serve different purposes. An independent contractor agreement focuses on the employment classification relationship — establishing that the developer is not an employee. A client and developer agreement focuses on the project itself — scope, deliverables, IP, and payment. For development engagements, you typically need both, or a single document that covers both sets of provisions comprehensively.\n",{"question":425,"answer":426},"What payment structure should a client and developer agreement use?","Milestone-based payments tied to specific deliverables are the standard best practice. A common structure is 25% upfront as a mobilization deposit, 25% at design or architecture approval, 25% at beta delivery, and 25% at final acceptance. Never pay 100% upfront or agree to 100% on completion — the first removes client leverage, the second removes developer incentive to start.\n",{"question":428,"answer":429},"Does a client and developer agreement need to be notarized?","Notarization is not required for a client and developer agreement to be legally binding in the US, Canada, the UK, or the EU. A signed agreement with a clear date and the full legal names of both parties is generally enforceable. Electronic signatures are accepted under the US ESIGN Act, Canada's PIPEDA, and the EU's eIDAS Regulation.\n",{"question":431,"answer":432},"What should the warranty clause cover in a development contract?","The warranty clause should specify the warranty period — typically 60 to 90 days post-acceptance — the developer's obligation to fix confirmed defects at no charge within that period, and any exclusions such as defects caused by client modifications or third-party integrations. Without a defined warranty and correction timeline, post-launch bug fixes become a negotiation rather than a contractual obligation.\n",{"question":434,"answer":435},"Can a client and developer agreement prevent the developer from working for competitors?","Non-compete restrictions on developers are heavily regulated and often unenforceable, particularly in California and several EU member states. Non-solicitation clauses — preventing the developer from poaching the client's employees or customers — are more consistently enforceable when narrowly drafted. In most development agreements, the more practical protection is a strong confidentiality clause and a clear IP assignment rather than a broad non-compete.\n",{"question":437,"answer":438},"What happens if the developer misses a deadline?","The contract should specify the consequences of missed milestones — for example, a daily or weekly late-delivery credit against the outstanding invoice, a right to terminate for cause after a defined cure period, or a right to engage a replacement developer and charge the cost differential to the original developer. Without these provisions, a missed deadline gives the client little practical recourse beyond general breach-of-contract claims, which are costly and slow to pursue.\n",[440,444,448,452,456,460],{"industry":441,"icon_asset_id":442,"specifics":443},"SaaS / Technology","industry-saas","API integration requirements, cloud infrastructure specifications, data ownership, and SLA uptime commitments are incorporated by reference in the scope schedule.",{"industry":445,"icon_asset_id":446,"specifics":447},"E-commerce","industry-ecommerce","Platform-specific build constraints (Shopify, WooCommerce), payment gateway integrations, and PCI DSS compliance obligations are addressed in the technical specifications.",{"industry":449,"icon_asset_id":450,"specifics":451},"Healthcare / MedTech","industry-healthtech","HIPAA Business Associate Agreement requirements, data security standards, and FDA software classification obligations must be layered onto the standard development agreement.",{"industry":453,"icon_asset_id":454,"specifics":455},"Financial Services","industry-fintech","PCI DSS and SOC 2 compliance specifications, data residency requirements, and enhanced confidentiality covering financial data and trading logic are standard additions.",{"industry":457,"icon_asset_id":458,"specifics":459},"Creative and Marketing Agencies","industry-marketing","Design asset ownership, third-party license pass-throughs, and revision-round limits are typically negotiated alongside the development scope to avoid scope creep disputes.",{"industry":461,"icon_asset_id":462,"specifics":463},"Retail and Hospitality","industry-retail","POS system integrations, inventory management API connections, and seasonal launch deadlines with liquidated-damages provisions for missed go-live dates.",[465,467,470,473],{"vs":87,"vs_template_id":235,"summary":466},"An independent contractor agreement establishes the working relationship and employment classification between a client and a self-employed individual. A client and developer agreement goes further, defining the specific project scope, deliverables, IP ownership, and acceptance criteria for a development engagement. For development projects, you typically need both or a single document that addresses both contractor classification and project-specific terms.",{"vs":468,"vs_template_id":247,"summary":469},"Non-Disclosure Agreement","An NDA protects confidential information shared during preliminary discussions before a project is agreed. A client and developer agreement includes confidentiality obligations as one clause within a comprehensive project contract. Use a standalone NDA at the proposal stage; once the project is confirmed, the development agreement's confidentiality clause governs ongoing obligations.",{"vs":250,"vs_template_id":471,"summary":472},"D{SOFTWARE_LICENSE_ID}","A software license agreement governs how a completed software product may be used, distributed, and modified by a licensee — it does not cover the development process itself. A client and developer agreement governs the creation of that software. The two documents operate at different points in the lifecycle: development agreement first, then a license agreement if the client intends to sublicense or distribute the finished product.",{"vs":119,"vs_template_id":474,"summary":475},"service-agreement-D12711","A service agreement covers the delivery of ongoing or general professional services without the project-specific structure needed for software development. It typically lacks milestone schedules, acceptance criteria, IP assignment, and warranty provisions. For development work with defined deliverables, a client and developer agreement is the appropriate instrument — a general service agreement leaves too many critical terms unaddressed.",{"use_template":477,"template_plus_review":481,"custom_drafted":485},{"best_for":478,"cost":479,"time":480},"Freelance developers and small business clients on straightforward web or app builds under $25,000","Free","30–60 minutes",{"best_for":482,"cost":483,"time":484},"Projects over $25,000, cross-border engagements, or builds involving sensitive user data or regulated industries","$300–$800","2–5 days",{"best_for":486,"cost":487,"time":488},"Enterprise software builds, SaaS platform development, healthcare or fintech projects, or arrangements with significant IP value","$1,500–$5,000+","1–3 weeks",[490,495,500,505],{"code":491,"name":492,"flag_asset_id":493,"note":494},"us","United States","flag-us","IP assignment must be explicit — developers own the copyright in their code by default under US copyright law unless a written assignment transfers it. California's AB 5 and related contractor-classification rules may apply to developers working in-state regardless of what the contract calls them. Non-compete clauses are unenforceable in California, Minnesota, and several other states. The US ESIGN Act makes electronic signatures fully enforceable.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"ca","Canada","flag-ca","Copyright in software created by an independent contractor vests in the developer by default under the Copyright Act — an explicit written assignment is required to transfer it to the client. Provincial employment standards may apply if a developer is reclassified as a dependent contractor, triggering notice and termination obligations. Quebec contracts should be drafted in French for provincially regulated clients. PIPEDA and Quebec's Law 25 impose data-handling obligations when personal information is processed during development.",{"code":501,"name":502,"flag_asset_id":503,"note":504},"uk","United Kingdom","flag-uk","Freelance developers retain copyright in their work under the Copyright, Designs and Patents Act 1988 unless a written assignment transfers it to the client. IR35 rules apply when a developer works through a personal service company — clients must assess employment status or face tax liability. Post-Brexit, UK GDPR applies independently of EU GDPR and requires a data processing agreement if the developer handles personal data. Electronic signatures are enforceable under the Electronic Communications Act 2000.",{"code":506,"name":507,"flag_asset_id":508,"note":509},"eu","European Union","flag-eu","EU GDPR requires a Data Processing Agreement if the developer processes personal data on the client's behalf, and failure to include one creates regulatory exposure for both parties. IP assignment must be explicit — moral rights in some member states (notably France and Germany) cannot be fully waived and may limit the client's ability to modify the software without attribution. Platform-worker and contractor-classification directives vary by member state and may affect how developers are engaged in France, Spain, and the Netherlands.",[235,247,474,259,511,512,513,514,515,516,517,518],"statement-of-work-D12981","website-design-agreement-D821","purchase-order-D1411","credit-note-D13639","consulting-agreement---long-D12543","general-non-compete-agreement-D882","intellectual-property-assignment-D5229","data-processing-agreement-D13954",{"emit_how_to":200,"emit_defined_term":200},{"primary_folder":112,"secondary_folder":521,"document_type":522,"industry":523,"business_stage":524,"tags":525,"confidence":531},"development-agreements","agreement","software-and-technology","all-stages",[526,527,528,529,530],"contract","client-developer-agreement","software-development","ip-ownership","deliverables",0.92,"\u003Ch2>What is a Client and Developer Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Client and Developer Agreement\u003C/strong> is a legally binding contract that governs the relationship between a client commissioning digital work and the developer or agency building it. It documents the project scope, milestone schedule, payment terms, intellectual property ownership, confidentiality obligations, warranties, and termination rights in a single enforceable document. Unlike a casual statement of work or a proposal email, a properly executed development agreement creates clear obligations on both sides — the developer must deliver specified functionality that meets defined acceptance criteria; the client must pay on schedule and provide timely feedback. Because software copyright vests in the developer by default in most jurisdictions, the IP assignment clause alone makes this contract essential for any client who expects to own the code they are paying for.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed client and developer agreement, both parties are exposed to entirely avoidable disputes. Clients who skip the contract frequently discover mid-project that the developer interprets scope differently, that they have no legal right to modify or redistribute the code they paid for, or that there is no mechanism to compel the developer to fix post-launch defects. Developers who work without one face delayed or withheld payments with no contractual leverage, unlimited liability for consequential damages they cannot reasonably absorb, and scope creep that consumes weeks of unbillable work. A single missed milestone, a disputed feature, or a cancelled project can cost either party thousands of dollars in unrecovered fees or legal costs. This template gives both sides a structured, balanced starting point that addresses every material risk in a development engagement — from the first deposit to the final handover of source code.\u003C/p>\n",1781186033962]