[{"data":1,"prerenderedAt":525},["ShallowReactive",2],{"document-custom-software-development-agreement-D787":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":23,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":36,"customDescModule":174,"customdescription":23,"mdFm":175,"mdProseHtml":524},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"CUSTOM SOFTWARE DEVELOPMENT AGREEMENT This Custom Software Development Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CUSTOMER NAME] (the \"Customer\"), 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 \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS WHEREAS Customer wishes to [DESCRIBE NEEDS TO BE ADDRESSED], and wants to hire Developer to develop these custom software packages, and; WHEREAS Developer desires to develop these custom software packages for Customer: NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: Purpose of Agreement Customer desires to retain Developer as an independent contractor to develop the computer software (the \"Software\") described in the Functional Specifications contained in Exhibit A attached to and made part of this Agreement. Developer is ready, willing and able to undertake the development of the Software and agrees to do so under the terms and conditions set forth in this Agreement. Preparation of Development Plan Developer shall prepare a development plan (\"Development Plan\") for the Software, satisfying the requirements set forth in the Functional Specifications. The Development Plan shall include: Detailed Specifications for the Software; A listing of all items to be delivered to Customer under this Agreement (\"Deliverables\"); A delivery schedule containing a delivery date for each Deliverable; and A payment schedule setting forth the amount and time of Developer's compensation. ACCEPTANCE OF DEVELOPMENT PLAN Developer shall deliver the Development Plan to Customer by [DEVELOPMENT PLAN DEADLINE]. Customer shall have [NUMBER] days to review the Development Plan. Upon approval of the Development Plan by Customer, it will be marked as Exhibit B and will be deemed by both parties to have become a part of this Agreement and will be incorporated by reference. Developer shall then commence development of Software that will substantially conform to the requirements set forth in the Development Plan. If the Development Plan is in Customer's reasonable judgment unsatisfactory in any material respect, Customer shall prepare a detailed written description of the objections. Customer shall deliver such objections to Developer within [NUMBER] days of receipt of the Development Plan. Developer shall then have [NUMBER] days to modify the Development Plan to respond to Customer's objections. Customer shall have [NUMBER] days to review the modified Development Plan. If Customer deems the modified Development Plan to be unacceptable, Customer has the option of terminating this Agreement upon written notice to Developer or permitting Developer to modify the Development Plan again under the procedure outlined in this paragraph. If this Agreement is terminated, the obligations of both parties under it shall end except for Customer's obligation to pay Developer all sums due for preparing the Development Plan and the ongoing obligations of confidentiality set forth in the provision of this Agreement entitled \"Confidentiality.\" Payment for Development Plan If the Development Plan is not accepted by Customer and Customer terminates this Agreement, Developer shall be entitled to compensation on a time and materials basis at an hourly rate of [HOURLY RATE] plus expenses to the date of termination. Developer shall submit an invoice detailing its time and expenses preparing the Development Plan. If the invoice amount is less than the amounts paid to Developer prior to termination, Developer shall promptly return the excess to Customer. If the invoice amount exceeds the amounts paid to Developer prior to termination, Customer shall promptly pay Developer the difference. However, Developer's total compensation for preparing the Development Plan shall not exceed [AMOUNT]. Payment [TIME AND MATERIALS AGREEMENT] Developer shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"]. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Development Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Development Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Development Plan. Each installment shall be payable upon completion of each project phase by Developer and acceptance by Customer in accordance with the provision of this Agreement entitled \"Acceptance Testing of Software.\" Payment of Developer's Costs Customer shall reimburse Developer for all out-of-pocket expenses incurred by Developer in performing services under this Agreement. Such expenses include, but are not limited, to: All communications charges Costs for providing conversion services for converting Customer's database Media costs Travel expenses other than normal commuting, including airfares, rental vehicles, and highway mileage in company or personal vehicles at [cents per mile] Other expenses resulting from the work performed under this Agreement. Developer shall submit an itemized statement of Developer's expenses. Customer shall pay Developer within [NUMBER] days from the date of each statement. Late Fees Late payments by Customer shall be subject to late penalty fees of [%] per month from the due date until the amount is paid. Materials Customer shall make available to Developer, at Customer's expense, the following materials, facilities and equipment: [LIST] These items will be provided to Customer by [DATE]. Changes in Project Scope If at any time following acceptance of the Development Plan by Customer, Customer should desire a change in Developer's performance under this Agreement that will alter or amend the Specifications or other elements of the Development Plan, Customer shall submit to Developer a written proposal specifying the desired changes. Developer will evaluate each such proposal at its standard rates and charges. Developer shall submit to Customer a written response to each such proposal within [NUMBER] working days following receipt thereof. Developer's written response shall include a statement of the availability of Developer's personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates or warranty provisions of this Agreement. Changes to the Development Plan shall be evidenced by a \"Development Plan Modification Agreement.\" The Development Plan Modification Agreement shall amend the Development Plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The Development Plan Modification Agreement shall be signed by authorized representatives of Customer and Developer, whereupon Developer shall commence performance in accordance with it. Should Developer not approve the Development Plan Modification Agreement as written, Developer will so notify Customer within [NUMBER] working days of Developer's receipt of the Development Plan Modification Agreement. Developer shall not be obligated to perform any services beyond those called for in the Development Plan prior to its approval of the Development Plan Modification Agreement.",null,"Custom Software Development Agreement","16",116,"doc","https://templates.business-in-a-box.com/imgs/1000px/custom-software-development-agreement-D787.png","https://templates.business-in-a-box.com/imgs/250px/787.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#787.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":17,"url":18},"custom software development agreement","Custom Software Development Agreement Template","https://templates.business-in-a-box.com/imgs/400px/787.png","\u003Ch4>Navigating Innovation with a Software Development Agreement\u003C/h4>\n\u003Cp>Within the evolving realm of technology and innovation, the creation of software stands as a critical driver of business growth and competitiveness. A Software Development Agreement is the blueprint that underpins this creative process, establishing a structured framework for both the developer and the client to collaborate and achieve their technological aspirations.\u003C/p>\n\u003Cp>This Agreement is a pivotal tool, delineating the scope of the software project, deliverables, timelines, and the responsibilities of each party involved. It not only secures financial terms but also addresses intellectual property rights, maintenance, and support post-development, aiming to protect the interests of both the developer and the client. This contractual relationship transcends the mere coding and programming aspects; it is about crafting a synergy that propels the vision of the software into a functional reality that aligns with strategic business goals.\u003C/p>\n\u003Ch5>What is a Software Development Agreement Template?\u003C/h5>\n\u003Cp>A Software Development Agreement template serves as a foundational scaffold that spells out the critical components of a software project. This includes project specifications, development stages, testing protocols, payment schedules, confidentiality clauses, and proprietary rights, among other elements. Employing a template ensures a comprehensive approach to contract creation, allowing customization to reflect the unique nature of each software project while promoting a clear, mutual comprehension of the development journey.\u003C/p>\n\u003Ch5>Key Components of an Acceptable Use Policy\u003C/h5>\n\u003Cp>A robust Software Development Agreement should thoroughly address:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Parties Involved\u003C/strong> - Identification of the software development company and the client commissioning the software.\u003C/li>\n\u003Cli>\u003Cstrong>Project Scope and Specifications\u003C/strong> - Detailed description of the software to be developed, including technical and functional specifications.\u003C/li>\n\u003Cli>\u003Cstrong>Development Milestones and Timelines\u003C/strong> - Schedule of the development lifecycle, marking significant milestones and delivery deadlines.\u003C/li>\n\u003Cli>\u003Cstrong>Payment Terms\u003C/strong> - Clarity on the payment structure, including milestones, amounts, and invoicing procedures.\u003C/li>\n\u003Cli>\u003Cstrong>Acceptance Testing\u003C/strong> - Procedures for testing the software to ensure it meets the agreed-upon specifications.\u003C/li>\n\u003Cli>\u003Cstrong>Intellectual Property Rights\u003C/strong> - Terms defining the ownership of the developed software and related intellectual property.\u003C/li>\n\u003Cli>\u003Cstrong>Confidentiality and Non-Disclosure\u003C/strong> - Agreements to protect sensitive information shared during the development process.\u003C/li>\n\u003Cli>\u003Cstrong>Warranties and Liability\u003C/strong> - Clauses concerning the guarantees of the software and limitations of liability.\u003C/li>\n\u003Cli>\u003Cstrong>Maintenance and Support\u003C/strong> - Provisions for ongoing support and maintenance of the software after deployment.\u003C/li>\n\u003C/ul>\n\u003Ch5>Supporting Documents for Structuring a Software Development Agreement\u003C/h5>\n\u003Cp>To solidify the comprehensiveness of a Software Development Agreement, integrating related documents is advisable:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/checklist-software-development-contract-D781/\">Checklist for a Software Development Contract\u003C/a>\u003C/strong> - Ensures alignment on project scope changes and requirements updates.\u003C/li>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/saas-service-level-agreement-D12859/\">SaaS Service Level Agreement\u003C/a>\u003C/strong> - To set expectations for the maintenance and support services post-deployment.\u003C/li>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/intellectual-property-assignment-D5229/\">Intellectual Property Assignment Agreement\u003C/a>\u003C/strong> - To ensure a clear transfer of IP rights, if applicable.\u003C/li>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/vendor-agreement-D13292/\">Vendor Agreement\u003C/a>\u003C/strong> - To outline the use and integration of third-party solutions within the software.\u003C/li>\n\u003C/ul>\n\u003Ch5>Why Employ a Detailed Template for a Software Development Agreement?\u003C/h5>\n\u003Cp>Utilizing a detailed template to draft your Software Development Agreement offers invaluable benefits:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Structured Clarity\u003C/strong> - Guarantees that all essential aspects of the software project are covered, legally and technically.\u003C/li>\n\u003Cli>\u003Cstrong>Adaptability\u003C/strong> - Facilitates the tailoring of terms to accommodate the specific dynamics of the software development process.\u003C/li>\n\u003Cli>\u003Cstrong>Streamlined Process\u003C/strong> - Enhances efficiency in contract preparation, allowing for more focused energy on the development itself.\u003C/li>\n\u003Cli>\u003Cstrong>Comprehensive Resource Toolkit\u003C/strong> - Provides access to an array of resources that support the broader ecosystem of software development and client engagement.\u003C/li>\n\u003C/ul>\n\u003Cp>Adopting a comprehensive Software Development Agreement is essential in navigating the complexities of bringing software from concept to reality. It provides a clear, enforceable outline of expectations and responsibilities, ensuring that both developers and clients are aligned in their pursuit of technological advancement. This fundamental document not only ensures a smooth project flow but also fortifies the collaborative partnership against misunderstandings and disputes, marking a strategic commitment to innovation and progress.\u003C/p>\n\u003Cp>Updated in April 2024\u003C/p>\n",[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/",[37,41,45,49,53,57,61,65,69,73,77,81,85,100,117,131,146,158],{"label":38,"url":39,"thumb":40,"extension":10},"Custom Software Business Partnership Agreement","/template/custom-software-business-partnership-agreement-D786","https://templates.business-in-a-box.com/imgs/250px/786.png",{"label":42,"url":43,"thumb":44,"extension":10},"Software Development and Publishing Agreement","/template/software-development-and-publishing-agreement-D802","https://templates.business-in-a-box.com/imgs/250px/802.png",{"label":46,"url":47,"thumb":48,"extension":10},"Software Development and License Agreement","/template/software-development-and-license-agreement-D801","https://templates.business-in-a-box.com/imgs/250px/801.png",{"label":50,"url":51,"thumb":52,"extension":10},"Software Development and Consulting Services Agreement","/template/software-development-and-consulting-services-agreement-D800","https://templates.business-in-a-box.com/imgs/250px/800.png",{"label":54,"url":55,"thumb":56,"extension":10},"Checklist Software Development Contract","/template/checklist-software-development-contract-D781","https://templates.business-in-a-box.com/imgs/250px/781.png",{"label":58,"url":59,"thumb":60,"extension":10},"Development Agreement General","/template/development-agreement-general-D789","https://templates.business-in-a-box.com/imgs/250px/789.png",{"label":62,"url":63,"thumb":64,"extension":10},"Development and Publishing Agreement","/template/development-and-publishing-agreement-D5190","https://templates.business-in-a-box.com/imgs/250px/5190.png",{"label":66,"url":67,"thumb":68,"extension":10},"Economic Development Agreement","/template/economic-development-agreement-D13006","https://templates.business-in-a-box.com/imgs/250px/13006.png",{"label":70,"url":71,"thumb":72,"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":74,"url":75,"thumb":76,"extension":10},"How to Outsource Software Development","/template/how-to-outsource-software-development-D12589","https://templates.business-in-a-box.com/imgs/250px/12589.png",{"label":78,"url":79,"thumb":80,"extension":10},"Joint Development Agreement Standard","/template/joint-development-agreement-standard-D887","https://templates.business-in-a-box.com/imgs/250px/887.png",{"label":82,"url":83,"thumb":84,"extension":10},"Website Development Agreement","/template/website-development-agreement-D14084","https://templates.business-in-a-box.com/imgs/250px/14084.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},"SOFTWARE LICENSE AGREEMENT This Software License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), 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 the Licensor owns [SOFTWARE NAME] (the \"Software\") and wishes to grant a license to the Licensee, along with the right to use and operate the Software in [TERRITORY] (the \"Territory\") and the Licensee agrees to take the said license from the Licensor upon the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION The following definitions apply throughout this Agreement unless otherwise stated: \"Agreement\" means this Software Licensing Agreement and any amendment made thereto from time to time by the Parties hereto. \"Software\" refers to [SOFTWARE NAME]. \"Derivative Works\" mean works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work. \"Documentation\" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use. \"Source Code\" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works. \"Improvements\" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement. TERM This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement. GRANT OF LICENSE The Licensor hereunder grants to the Licensee an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the Software in the Territory, including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works. The Licensor shall hereunder provide the Source Code and all other Software related information to the Licensee and also hereby allows the Licensee to modify the said Software, change its Source Code, and change its name and logo at any time and at its sole discretion without any notification to the Licensor. The Licensee shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies of Source Code and Documentation. The Licensee shall not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. DELIVERABLES The Licensor shall hand over the Software, including the Source Code, to the Licensee in order to be used and operated by the Licensee in the Territory within a period of [SPECIFY DAYS OR MONTHS] from the date of signing this Agreement. SUPPORT AND WARRANTY PERIOD For a period of [SPECIFY MONTHS OR YEARS] (the \"Warranty period\") from the date of the deliverables, as mentioned in clause 4 of this Agreement, the Licensor, at no additional charge, shall provide to the Licensee: the Source Code for all upgrades, updates, patches, fixes and other modifications to the Software (\"Software Modifications\"); Error correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code), programming services, instructions and/or source code to correct such Errors to bring the Source Code (and/or the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this Agreement. The Licensor shall use commercially reasonable measures to provide Error corrections, or a work-around for such Errors, within [NUMBER OF DAYS] days of notification by the Licensee. Where a work-around is initially provided, the Licensor shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and the Licensee is having problems recreating the Error for the purposes of reporting Errors to the Licensor, the Licensor shall provide assistance to the Licensee in recreating the Error; personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to the Licensee. Such technical support and assistance shall include, without limitation, support and assistance with respect to the Software, Source Code, and the Licensee's development efforts, and shall also include technical support consulting services for modifications to the Source Code made by the Licensee. LICENSE FEE The Licensee shall pay the Licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this Agreement. All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT] as the mode of payment. REPRESENTATIONS AND WARRANTIES OF LICENSOR The Licensor hereby represents and warrants that the license granted hereunder to the Licensee has been granted on [SPECIFY \"AN EXCLUSIVE\" OR \"A NON-EXCLUSIVE\"] basis. The Licensor represents and warrants that the Software and services shall be provided in a good and professional manner in accordance with industry practices. The Licensor represents and warrants that the Software shall be bug-free, error-free and compatible with third-party software, and, in case of any bugs etc. in the Software, this shall be rectified by the Licensor free of cost during the Warranty period.","Software License Agreement","8",513,"https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":109,"description":6},"software license agreement",[111,113],{"label":31,"url":112},"business-legal-agreements",{"label":114,"url":115},"License Agreements","license-agreement","/template/software-license-agreement-D12928",{"description":118,"descriptionCustom":6,"label":119,"pages":103,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":129,"url":130},"SOFTWARE MAINTENANCE AGREEMENT This Software Maintenance Agreement (the Agreement\") is effective as of [DATE] (the \"Effective Date\"). BETWEEN: [Service Provider NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CLIENT NAME] (the \"Client\"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS This Agreement sets forth the terms and conditions under which Service Provider will provide Client with certain maintenance services on specified Service Provider premises (hereinafter referred to as the \"Service Provider Network Location(s)\" and identified in Exhibit A). The Client and Service Provider will hereinafter be referred to cumulatively as the \"Parties\" and singularly as the \"Party\". WHEREAS, Service Provider has created and implemented for Client certain software [SOFTWARE NAME] (hereinafter referred to as the \"Covered Software\" and identified in Exhibit B) pursuant to an agreement dated [DATE]; and WHEREAS, Service Provider has provided to Client certain software [SOFTWARE NAME] (hereinafter referred to as the \"Covered Software\" and identified in Exhibit B) pursuant to a software license agreement between the parties (the \"License Agreement\"); and NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: TERM AND TERMINATION The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE]. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the \"Effective Date\"). Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable. FINANCIAL PROVISIONS [TIME AND MATERIALS AGREEMENT] Service Provider shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"] for maintenance services outlined in this agreement. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Maintenance Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Maintenance Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Maintenance Plan. DESCRIPTION OF MAINTENANCE SERVICES A. Support Services During the term of this Agreement, Service Provider will provide the services described herein so as to maintain the Covered Software in good working order, keeping it free from material defects so that the Covered Software shall function properly and in accordance with the accepted level of performance as set forth in the License Agreement. (1) Service Response. Service Provider will make available to Client a telephone number [NUMBER] for Client to call requesting service of the Covered Software. The Support Center HOTLINE operates during business hours, [BUSINESS HOURS], Monday through Friday, excluding legal holidays. Extended coverage is available for an additional fee. The HOTLINE can also be used to notify Service Provider of problems associated with the Covered Software and related documentation. B. Remedial Support Upon receipt by Service Provider of notice from Client through the Support Center HOTLINE of an error, defect, malfunction or nonconformity in the Covered Software, Service Provider shall respond as provided below: Severity 1: Produces an emergency situation in which the Covered Software is inoperable, produces incorrect results, or fails catastrophically. RESPONSE: Service Provider will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 1 problem as soon as reasonably possible, but in any event a response via telephone will be provided within one [X] hour(s). Service Provider will continue to provide best efforts to resolve Severity 1 problems in less than forty-eight (48) hours. The resolution will be delivered to Client as a work-around or as an emergency software fix. If Service Provider delivers an acceptable work-around, the severity classification will drop to a Severity 2. Severity 2: Produces a detrimental situation in which performance (throughput or response) of the Covered Software degrades substantially under reasonable loads, such that there is a severe impact on use; the Covered Software is usable, but materially incomplete; one or more mainline functions or commands is inoperable; or the use is otherwise significantly impacted. RESPONSE: Service Provider will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 2 problem as soon as reasonable possible, but in any event a response via telephone will be provided within four (4) hours. Service Provider will exercise best efforts to resolve Severity 2 problems within five (5) days. The resolution will be delivered to Client in the same format as Severity 1 problems. If Service Provider delivers an acceptable work-around for a Severity 2 problem, the severity classification will drop to a Severity 3. Severity 3: Produces an inconvenient situation in which the Covered Software is usable, but does not provide a function in the most convenient or expeditious manner, and the user suffers little or no significant impact. RESPONSE: Service Provider will exercise best efforts to resolve Severity 3 problems in the next maintenance release. Severity 4: Produces a noticeable situation in which the use is affected in some way which is reasonably correctable by a documentation change or by a future, regular release from Service Provider. RESPONSE: Service Provider will provide, as agreed by the parties, a fix or fixes for Severity 4 problems in future maintenance releases. C. Maintenance Services During the term of this Agreement, Service Provider will maintain the Covered Software by providing software updates and enhancements to Client as the same are offered by Service Provider to its licensees of the Covered Software under maintenance generally (\"Updates\"). All software updates and enhancements provided to Client by Service Provider pursuant to the terms of this Agreement shall be subject to the terms and conditions of the License Agreement between the parties. Updates will be provided on an as-available basis and include the items listed below: (1) Bug fixes; (2) Enhancements to market data service software provided by Service Provider to keep current with changes in market data services or as Service Provider makes enhancements;","Software Maintenance Agreement",67,"https://templates.business-in-a-box.com/imgs/1000px/software-maintenance-agreement-D805.png","https://templates.business-in-a-box.com/imgs/250px/805.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#805.xml",{"title":6,"description":6},[126,128],{"label":17,"url":127},"software-technology-business",{"label":17,"url":127},"software maintenance agreement","/template/software-maintenance-agreement-D805",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":104,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":140,"keywords":139,"url":145},"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","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":139,"description":6},"non disclosure agreement nda",[141,142],{"label":31,"url":112},{"label":143,"url":144},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":147,"descriptionCustom":6,"label":148,"pages":88,"size":104,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":154,"keywords":153,"url":157},"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":153,"description":6},"service agreement",[155,156],{"label":31,"url":112},{"label":31,"url":112},"/template/service-agreement-D12711",{"description":159,"descriptionCustom":6,"label":160,"pages":161,"size":104,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":167,"keywords":172,"url":173},"CONSULTING AGREEMENT This Consulting Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CONSULTANT NAME] (the \"Consultant\"), an individual with his main address located at OR 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] In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern. In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows: RECITALS Consultant has expertise in the area of the Company's business and is willing to provide consulting services to the Company. The Company is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein. The Company desires to obtain the services of Consultant by means of services provided by Consultant's employees dispatched by Consultant to provide services to Company hereunder (\"Agents\"), on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Company), and Consultant desires to provide consulting services to the Company upon the following terms and conditions. The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill. The Proprietary Information will necessarily be communicated to or acquired by Consultant and its Agents in the course of providing consulting services to the Company, and the Company desires to obtain the services of Consultant, only if, in doing so, it can protect its Proprietary Information and goodwill. SERVICES Consultant agrees to perform for Company the services listed in the Scope of Services section in Exhibit A, attached hereto and executed by both Company and Consultant. Such services are hereinafter referred to as \"Services.\" Company agrees that consultant shall have ready access to Company's staff and resources as necessary to perform the Consultant's services provided for by this contract. CONSULTING PERIOD Basic Term The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Exhibit A for the period (the \"Consulting Period\") commencing on the date of this Agreement and ending upon the earlier of (i) [APPLICABLE DATE], (the \"Term Date\"), and (ii) the date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, thereafter, the Company's obligations hereunder shall end. Renewal Subject to Section 7, the Consulting Period will be automatically renewed for an additional [AGREED UPON NUMBER OF MONTHS] month period (without any action by either party) on the Term Date and on each anniversary thereof, unless one party gives to the other written notice [NUMBER] days in advance of the beginning of any [AGREED UPON NUMBER OF MONTHS] month renewal period that the Consulting Period is to be terminated, provided, that in no event shall the Consulting Period extend beyond [DEADLINE DATE]. Either party's right to terminate the Consulting Period, instead of renewing the Agreement, shall be with or without cause. DUTIES AND RESPONSIBILITIES Consultant hereby agrees to provide and perform for the Company those services set forth on Exhibit A attached hereto. Consultant shall devote its best efforts to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by the Company, (a minimum of at least [AGREED UPON NUMBER OF HOURS] hours of service per week/or assign [AGREED UPON NUMBER OF INDIVIDUALS] individuals to provide services to the Company). Consultant shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Company's research, development and products to fulfill Consultant's obligations hereunder. Any Agent of Consultant who, in the sole opinion of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within [AGREED UPON NUMBER OF DAYS] days after receipt of notice from the Company of its desire to have such Agent replaced. Consultant shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be perform hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement of the provision of services for the Company. Consultant shall obtain for the benefit of the Company, as an intended third-party beneficiary thereof, prior to the performance of any services hereunder by any of the Agents, the written agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2, 5, 6, and 7 of this Agreement. Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes). COMPENSATION, BENEFITS AND EXPENSES Compensation In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Consultant shall be paid [AMOUNT], payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement. Benefits Other than the compensation specified in this 5.1, neither Consultant nor its Agents shall be entitled to any direct or indirect compensation for services performed hereunder. Expenses The Company shall reimburse Consultant for reasonable travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Company's general policies, as they may be amended from time to time during the course of this Agreement. INVOICING Company shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by Consultant, and Company shall pay the amount of such invoices to Consultant. TERMINATION OF CONSULTING RELATIONSHIP By the Company or the Consultant At any time, either the Company or the Consultant may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving [AGREED UPON NUMBER OF DAYS] days advance written notice to the other party. If the Consultant terminates its consulting relationship with the Company pursuant to Sections 2, 3 and 4, the Company shall have the option, in its complete discretion, to terminate Consultant immediately without the running of any notice period","Consulting Agreement Long","12","https://templates.business-in-a-box.com/imgs/1000px/consulting-agreement---long-D12543.png","https://templates.business-in-a-box.com/imgs/250px/12543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12543.xml",{"title":166,"description":6},"consulting agreement long",[168,169],{"label":31,"url":112},{"label":170,"url":171},"Consulting Agreements","consulting-agreement","consulting agreement   long","/template/consulting-agreement---long-D12543",true,{"seo":176,"reviewer":188,"legal_disclaimer":174,"quick_facts":192,"at_a_glance":195,"personas":199,"variants":224,"glossary":250,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":457,"diy_vs_lawyer":469,"jurisdictions":482,"related_template_ids_curated":503,"schema":511,"classification":512},{"meta_title":177,"meta_description":178,"primary_keyword":20,"secondary_keywords":179},"Custom Software Development Agreement Template | BIB","Free custom software development agreement template covering scope, IP ownership, milestones, payment, warranties, and termination.",[180,181,182,183,184,185,186,187],"software development contract template","custom software development contract","software development agreement template word","software development agreement free","software services agreement template","software development contract free download","it services agreement template","bespoke software development contract",{"name":189,"credential":190,"reviewed_date":191},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":193,"legal_review_recommended":174,"signature_required":174,"notarization_required":194},"advanced",false,{"what_it_is":196,"when_you_need_it":197,"whats_inside":198},"A Custom Software Development Agreement is a legally binding contract between a client and a software developer or development firm that governs the creation of bespoke software. This free Word download covers scope of work, milestones, payment schedules, intellectual property ownership, warranties, confidentiality, and termination — all in a single document you can edit online and export as PDF.\n","Use it before any developer writes a single line of code for a custom application, platform, or system you are commissioning. It is equally critical whether you are engaging a solo freelance developer, an offshore agency, or a domestic software firm.\n","Parties and project scope, milestone schedule and acceptance criteria, payment terms and change-order procedures, intellectual property assignment, confidentiality obligations, warranties and limitation of liability, and termination rights with provisions for work-in-progress delivery.\n",[200,204,208,212,216,220],{"title":201,"use_case":202,"icon_asset_id":203},"Startup founders","Commissioning an MVP from an external development agency while retaining full IP","persona-startup-founder",{"title":205,"use_case":206,"icon_asset_id":207},"Small business owners","Hiring a freelance developer to build a custom internal tool or client portal","persona-small-business-owner",{"title":209,"use_case":210,"icon_asset_id":211},"CTOs and engineering managers","Formalizing terms with an offshore development partner for a multi-phase project","persona-cto",{"title":213,"use_case":214,"icon_asset_id":215},"Software development agencies","Issuing a standard client-facing contract before scoping and billing each engagement","persona-agency",{"title":217,"use_case":218,"icon_asset_id":219},"Enterprise procurement teams","Onboarding a new custom software vendor within a formal vendor management program","persona-operations-director",{"title":221,"use_case":222,"icon_asset_id":223},"Independent software developers","Protecting payment rights and limiting liability before starting client work","persona-freelancer",[225,228,231,235,238,242,246],{"situation":226,"recommended_template":87,"slug":227},"Hiring an independent contractor developer rather than a firm","independent-contractor-agreement-D160",{"situation":229,"recommended_template":102,"slug":230},"Licensing existing software without custom development","software-license-agreement-D12928",{"situation":232,"recommended_template":233,"slug":234},"Commissioning a website design and build alongside software","Web Design and Development Agreement","web-site-development-and-service-agreement-D5181",{"situation":236,"recommended_template":119,"slug":237},"Engaging a developer under a continuing support and maintenance retainer","software-maintenance-agreement-D805",{"situation":239,"recommended_template":240,"slug":241},"Protecting confidential project details before sharing specs with a vendor","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":243,"recommended_template":244,"slug":245},"Providing SaaS access to a finished custom platform to end users","SaaS Subscription Agreement","subscription-agreement-D12537",{"situation":247,"recommended_template":248,"slug":249},"Outsourcing ongoing software services to an offshore team","IT Services Agreement","it-service-agreement-D13422",[251,254,257,260,263,266,269,272,275,278,281,284],{"term":252,"definition":253},"Scope of Work (SOW)","A detailed description of the software features, deliverables, and technical specifications the developer is contracted to produce.",{"term":255,"definition":256},"Milestone","A defined stage in the development schedule at which a specific portion of the software is delivered and subject to client acceptance testing.",{"term":258,"definition":259},"Acceptance Criteria","The measurable conditions a deliverable must satisfy before the client is obligated to approve it and release the associated payment.",{"term":261,"definition":262},"IP Assignment","A clause transferring ownership of all custom code, designs, and work product from the developer to the client upon final payment.",{"term":264,"definition":265},"Change Order","A written amendment to the original scope of work that documents agreed changes to features, timeline, or cost before additional work begins.",{"term":267,"definition":268},"Work for Hire","A US copyright doctrine under which work created by an employee or contracted party under certain conditions is owned by the commissioning party from creation.",{"term":270,"definition":271},"Escrow (Source Code)","An arrangement where the developer deposits source code with a neutral third party, released to the client if the developer ceases operations or defaults.",{"term":273,"definition":274},"Limitation of Liability","A clause capping the maximum damages either party can recover from the other, typically expressed as the total fees paid under the agreement.",{"term":276,"definition":277},"Warranty Period","A defined period — typically 30 to 90 days after acceptance — during which the developer must fix defects in the delivered software at no additional charge.",{"term":279,"definition":280},"Liquidated Damages","A pre-agreed sum payable for a specific breach — such as missing a delivery deadline — set at contract execution rather than assessed by a court after the fact.",{"term":282,"definition":283},"Background IP","Pre-existing intellectual property owned by the developer — such as libraries, frameworks, or tools — that is incorporated into the custom software but not assigned to the client.",{"term":285,"definition":286},"Agile / Fixed-Price Contract","Two contrasting engagement models: agile contracts bill by sprint or time-and-materials with flexible scope; fixed-price contracts lock scope and cost but shift risk to the developer.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Parties, recitals, and definitions","Identifies the client and developer as legal entities, states the purpose of the agreement, and defines key terms used throughout the document.","This Custom Software Development Agreement ('Agreement') is entered into as of [DATE] between [CLIENT LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Client'), and [DEVELOPER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Developer').","Using trade names or individual names instead of registered legal entity names — making the contract difficult to enforce if a dispute is escalated to the company's insurer or a court.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Scope of work and specifications","Defines exactly what software will be built by referencing a detailed Statement of Work (SOW) or technical specification attached as a schedule.","Developer shall design, develop, and deliver the software described in Schedule A ('Scope of Work'), which is incorporated by reference. Any feature or functionality not expressly listed in Schedule A is excluded from this Agreement.","Embedding detailed technical requirements in the body of the contract rather than a Schedule — making updates require a full contract amendment instead of a simple schedule revision.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Milestones, delivery schedule, and acceptance","Sets out the project timeline as a series of deliverable milestones with due dates and the acceptance testing process the client will use to approve each one.","Deliverables and due dates are set out in Schedule B. Client shall have [10] business days following delivery of each milestone to review and either accept it in writing or provide a written list of defects. Silence for more than [10] business days constitutes acceptance.","No deemed-acceptance provision — allowing a client to withhold sign-off indefinitely, stalling payment and the developer's ability to proceed to the next phase.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Fees, payment schedule, and change orders","States the total contract price or hourly rate, the payment schedule tied to milestones, and the procedure for agreeing and billing additional work outside the original scope.","Client shall pay Developer a total fixed fee of $[AMOUNT], payable per the schedule in Schedule B. Any work outside the Scope of Work requires a written Change Order signed by both parties before Developer commences such work. Unauthorized out-of-scope work will not be compensated.","No written change-order requirement — allowing scope creep to accumulate informally until neither party agrees on what was promised or what additional fees are owed.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Intellectual property ownership and assignment","Assigns ownership of all custom deliverables to the client upon receipt of full payment, while carving out the developer's pre-existing background IP that is incorporated by license.","Upon receipt of full payment, Developer irrevocably assigns to Client all right, title, and interest in the Deliverables, including all copyrights. Developer retains ownership of Background IP listed in Schedule C, and grants Client a perpetual, royalty-free license to use such Background IP as embedded in the Deliverables.","No Background IP schedule — meaning the developer's pre-existing libraries and frameworks are ambiguously swept into the assignment, creating a dispute when the developer reuses them on a subsequent client project.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Confidentiality and data security","Prohibits each party from disclosing the other's confidential information and requires the developer to apply reasonable security measures to any client data processed during development.","Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. Developer shall implement and maintain commercially reasonable security measures to protect Client Data and shall notify Client within [48] hours of any suspected data breach.","A confidentiality clause that covers only business information and omits data security obligations — leaving the client exposed if the developer's environment is compromised during development.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Warranties and defect correction","The developer warrants that the delivered software will materially conform to the specifications and be free of material defects for a defined period, and commits to fixing defects at no charge within that window.","Developer warrants that the Deliverables will materially conform to the Scope of Work for [90] days following final acceptance ('Warranty Period'). Developer's sole obligation under this warranty is to correct material defects reported in writing within the Warranty Period at no additional charge.","No defined warranty period — leaving the developer potentially liable for defects reported years after delivery, or alternatively, giving the client no recourse for bugs discovered immediately after launch.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Limitation of liability and indemnification","Caps each party's maximum financial exposure and requires each party to indemnify the other against third-party claims arising from their own breach or wrongful acts.","In no event shall either party's total liability exceed the fees paid by Client to Developer in the [12] months preceding the claim. Neither party shall be liable for indirect, incidental, or consequential damages. Each party shall indemnify the other against third-party claims arising from its own breach of this Agreement or infringement of third-party intellectual property rights.","No cap on liability at all — exposing the developer to unlimited damages claims if the software fails in production, regardless of the size of the original contract.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Termination and work-in-progress delivery","Defines conditions under which either party may terminate for cause or convenience, payment obligations for completed and partially completed work, and the developer's obligation to hand over all work product upon termination.","Either party may terminate this Agreement for cause if the other materially breaches and fails to cure within [15] business days of written notice. Client may terminate for convenience on [30] days' written notice and shall pay for all work completed to the date of termination. Upon termination, Developer shall promptly deliver all completed and in-progress Deliverables, source code, and documentation to Client.","No obligation to deliver work-in-progress on termination — meaning the client pays for months of development but receives nothing if they terminate before final delivery.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Governing law, dispute resolution, and general provisions","Specifies the jurisdiction whose law governs the contract, the mechanism for resolving disputes (arbitration or litigation), and standard boilerplate provisions covering amendment, waiver, and entire agreement.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute shall be resolved by binding arbitration administered by [AAA / JAMS / applicable body] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction. This Agreement constitutes the entire agreement between the parties and supersedes all prior representations and understandings.","Choosing a governing law with no connection to either party's location — particularly problematic in international engagements where a foreign court may refuse to enforce the choice.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify both parties using their registered legal names","Enter the client's and developer's full legal entity names, jurisdiction of incorporation, and principal business addresses. Confirm these against corporate registry records before signing.","For offshore development agencies, request a certificate of incorporation or equivalent registration document to verify the entity's legal name and standing.",{"step":345,"title":346,"description":347,"tip":348},2,"Draft and attach a detailed Statement of Work as Schedule A","List every feature, module, integration, and technical specification the developer must deliver. The SOW drives every other clause — scope, milestones, acceptance criteria, and price — so vague language here cascades into disputes later.","Use user stories or functional requirements rather than high-level descriptions. 'Users can reset passwords via email' is enforceable; 'standard login functionality' is not.",{"step":350,"title":351,"description":352,"tip":353},3,"Define milestones and due dates in Schedule B","Break the project into three to six discrete phases, each with a specific deliverable, due date, acceptance testing window, and associated payment amount. Ensure the milestone payments sum to the total contract price.","Tie at least 20% of the total fee to final acceptance of the complete system — this gives the client meaningful leverage to demand defect fixes before closing out the contract.",{"step":355,"title":356,"description":357,"tip":358},4,"Inventory and list Background IP in Schedule C","Ask the developer to identify all pre-existing libraries, frameworks, APIs, and tools they plan to incorporate into the custom software. List each item with a brief description in Schedule C.","Verify that any open-source components listed are licensed compatibly with your intended commercial use — GPL-licensed code embedded in commercial software creates licensing obligations the client may not be aware of.",{"step":360,"title":361,"description":362,"tip":363},5,"Set the fee structure and payment trigger clearly","State whether the contract is fixed-price, time-and-materials, or a hybrid. For fixed-price, tie each payment installment to a milestone acceptance event rather than a calendar date.","Retain 10–15% of the total fee as a final payment released only upon deployment and successful completion of a user acceptance testing period — this is standard in the industry and creates a strong completion incentive.",{"step":365,"title":366,"description":367,"tip":368},6,"Specify the warranty period and defect classification","Set a warranty period of 30–90 days post-acceptance and define what qualifies as a material defect versus a change request. Include a response time commitment — for example, critical bugs fixed within 48 hours, minor defects within 10 business days.","Distinguish clearly between warranty work (fixing what was agreed) and post-warranty support (handled under a separate maintenance agreement). Mixing them creates billing disputes after launch.",{"step":370,"title":371,"description":372,"tip":373},7,"Confirm the IP assignment trigger is tied to full payment","Ensure the clause explicitly states that IP ownership transfers to the client only upon receipt of all fees. Some templates assign IP at acceptance — leaving the developer with no leverage if the final invoice goes unpaid.","Consider a source code escrow arrangement for business-critical systems so the client can access the code even if the developer becomes insolvent before final payment.",{"step":375,"title":376,"description":377,"tip":378},8,"Sign before any development work begins","Both parties must execute the agreement before the developer writes a single line of code or shares any client data. Work begun without a signed contract creates ambiguity about IP ownership, scope, and payment obligations that is extremely difficult to resolve retroactively.","Use a digital signature tool with an audit trail so the execution timestamp and each party's identity are provable — critical if a payment or IP dispute arises later.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Starting development without a signed contract","Without a signed agreement, IP ownership defaults to the developer under copyright law in most jurisdictions — meaning the client may not own the software they paid to build.","Require a fully executed agreement before any work begins. If the developer insists on starting immediately, issue a short-form letter agreement covering IP and payment while the full contract is negotiated.",{"mistake":385,"why_it_matters":386,"fix":387},"A vague or absent Scope of Work","Without a detailed SOW, the developer delivers what they interpret as reasonable and the client expects something different — scope disputes are the leading cause of software project litigation.","Attach a Schedule A that lists every feature with acceptance criteria specific enough for a third party to assess whether they have been met.",{"mistake":389,"why_it_matters":390,"fix":391},"No change-order requirement for out-of-scope work","Informal scope additions accumulate rapidly — developers cite them to justify missed deadlines; clients deny authorizing them when the invoice arrives. Both scenarios end in disputes.","Include an explicit clause requiring a written, signed change order before any out-of-scope work begins, and train your team to enforce it consistently.",{"mistake":393,"why_it_matters":394,"fix":395},"Omitting a Background IP schedule","Without a carve-out, the broad IP assignment clause transfers the developer's pre-existing frameworks and libraries to the client — stripping the developer of tools they rely on for every other project.","Require the developer to list all Background IP in a schedule before signing. Grant the client a perpetual license to use it as embedded in the deliverables, while the developer retains ownership.",{"mistake":397,"why_it_matters":398,"fix":399},"No liability cap on the developer's exposure","If the delivered software fails in production and causes downstream losses, an uncapped liability clause exposes the developer to claims far exceeding the contract value — making the project economically uninsurable.","Cap each party's liability at the total fees paid in the 12 months preceding the claim and exclude consequential damages expressly.",{"mistake":401,"why_it_matters":402,"fix":403},"No work-in-progress delivery obligation on termination","Without this clause, a developer who is terminated for poor performance has no contractual obligation to hand over partially completed code, leaving the client with no usable asset and a new developer starting from scratch.","Include a clause requiring the developer to deliver all code, documentation, and assets in a usable format within five business days of any termination, regardless of which party initiated it.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is a custom software development agreement?","A custom software development agreement is a binding contract between a client and a developer or development firm that governs the creation of bespoke software built to the client's specifications. It defines the scope of work, payment terms, milestone schedule, intellectual property ownership, warranties, confidentiality obligations, and termination rights. Without it, IP ownership defaults to the developer under copyright law in most jurisdictions, and the client has no enforceable recourse for missed deadlines or defective deliverables.\n",{"question":409,"answer":410},"Who owns the software once it is built?","Ownership depends entirely on what the contract says. Under copyright law in most jurisdictions, the developer owns the code they write unless ownership is expressly assigned to the client in a signed agreement. A properly drafted custom software development agreement includes an IP assignment clause that transfers all rights to the client upon receipt of full payment. Without this clause, the client may only have a license to use the software, not full ownership.\n",{"question":412,"answer":413},"What is the difference between a fixed-price and a time-and-materials contract?","A fixed-price contract locks the total fee and scope upfront — the client knows exactly what they will pay, and the developer bears the risk if the work takes longer than estimated. A time-and-materials contract bills the client for hours worked at an agreed rate, with scope remaining flexible — the client bears the cost risk if requirements expand. Fixed-price works best for well-defined projects with stable requirements; time-and-materials suits exploratory or agile engagements where the scope will evolve.\n",{"question":415,"answer":416},"Do I need a separate NDA before signing a development agreement?","If you need to share confidential technical specifications or business information before the development agreement is executed, yes — a standalone NDA protects that disclosure during negotiations. Once the development agreement is signed, its confidentiality clause typically covers ongoing project information. Many clients execute an NDA at first contact and the full development agreement once the scope and price are agreed.\n",{"question":418,"answer":419},"What should acceptance criteria include?","Acceptance criteria should specify measurable conditions each deliverable must satisfy — for example, load time under two seconds for 1,000 concurrent users, zero critical bugs in a defined test suite, and successful integration with named third-party APIs. Criteria should be objective enough for a neutral third party to assess. Vague criteria like 'fully functional' create disputes; specific, testable criteria create a clear pass/fail decision that both parties can verify independently.\n",{"question":421,"answer":422},"What happens if the developer misses a milestone deadline?","The outcome depends on the contract terms. If the agreement includes liquidated damages for late delivery, the developer owes the specified amount per day of delay. If the agreement grants termination rights for material breach after a cure period, the client may terminate and demand delivery of work-in-progress. Without any remedy clause, the client is left to pursue general breach-of-contract damages — a slower and more expensive route. Always include at least a cure period and termination-for-cause right tied to missed milestone dates.\n",{"question":424,"answer":425},"What is Background IP and why does it matter?","Background IP refers to software, code libraries, frameworks, tools, or methodologies the developer created before or independently of the project. It matters because a broad IP assignment clause could inadvertently transfer the developer's pre-existing tools to the client, stripping the developer of assets they rely on for every other engagement. The standard approach is to list Background IP in a schedule, assign only the custom deliverables to the client, and grant the client a perpetual license to use the Background IP as embedded in those deliverables.\n",{"question":427,"answer":428},"Should I include a source code escrow provision?","For business-critical systems, yes. A source code escrow arrangement deposits the developer's source code with a neutral third party — typically a specialist escrow agent — and specifies release conditions such as developer insolvency, cessation of operations, or a material uncured breach. Without escrow, a client whose developer goes out of business may be left with a compiled application they cannot modify, maintain, or hand to a new developer.\n",{"question":430,"answer":431},"Do I need a lawyer to use this template?","For straightforward domestic engagements with a known developer, a well-completed template is a strong starting point. Engaging a lawyer is advisable when the contract value exceeds $50,000, when the developer is offshore in a jurisdiction with unfamiliar IP laws, when the software will process personal data subject to GDPR or CCPA, or when the software is core to your business model and loss of it would be catastrophic. A one-hour template review typically costs $300–$600 and is worthwhile for any project where IP ownership is commercially significant.\n",[433,437,441,445,449,453],{"industry":434,"icon_asset_id":435,"specifics":436},"SaaS / Technology","industry-saas","IP assignment of core platform code is existential — investors and acquirers perform IP chain-of-title diligence, and any gap between developer and company ownership can block a funding round or acquisition.",{"industry":438,"icon_asset_id":439,"specifics":440},"Financial Services","industry-fintech","Regulatory compliance requirements — PCI DSS, SOC 2, FCA technical standards — must be incorporated as explicit acceptance criteria, and data security obligations in the contract must reference applicable standards by name.",{"industry":442,"icon_asset_id":443,"specifics":444},"Healthcare / MedTech","industry-healthtech","HIPAA Business Associate Agreement obligations, FDA software classification requirements for medical devices, and audit-log and data-integrity standards must be embedded in the scope and acceptance criteria.",{"industry":446,"icon_asset_id":447,"specifics":448},"Retail / E-commerce","industry-ecommerce","Payment gateway integrations and PCI DSS compliance, performance SLAs for peak traffic periods, and third-party API dependencies must all be explicitly scoped and tested in acceptance criteria.",{"industry":450,"icon_asset_id":451,"specifics":452},"Professional Services","industry-professional-services","Client data confidentiality, integration with existing practice management or billing systems, and post-launch support retainer terms are the highest-priority clauses for law firms, accountancies, and consultancies.",{"industry":454,"icon_asset_id":455,"specifics":456},"Manufacturing","industry-manufacturing","ERP and MES system integrations, uptime and disaster recovery SLAs for production-critical software, and ownership of custom automation code embedded in operational infrastructure all require explicit contract coverage.",[458,460,463,466],{"vs":87,"vs_template_id":227,"summary":459},"An independent contractor agreement governs the working relationship with a self-employed individual — covering payment, confidentiality, and IP — but typically lacks the milestone, acceptance, and change-order mechanics needed for a multi-phase software project. Use an independent contractor agreement for short, well-defined tasks; use a custom software development agreement for any engagement where phased delivery, acceptance testing, and scope management are required.",{"vs":102,"vs_template_id":461,"summary":462},"software-license-agreement-D13296","A software license agreement governs the right to use existing software — it grants defined usage rights without transferring ownership or commissioning new code. A custom software development agreement governs the creation of new software and includes IP assignment, milestone delivery, and acceptance obligations that a license agreement does not address. If you are buying the right to use a finished product, use a license agreement; if you are paying for something to be built, use a development agreement.",{"vs":248,"vs_template_id":464,"summary":465},"D{IT_SERVICES_AGREEMENT_ID}","An IT services agreement covers ongoing managed services, support, or staff augmentation on a recurring basis — typically billed by the hour or month with no defined end state. A custom software development agreement is project-specific, with a defined scope, milestones, and a final deliverable that the client owns. Some engagements start with a development agreement and transition to an IT services agreement for post-launch maintenance.",{"vs":119,"vs_template_id":467,"summary":468},"software-maintenance-agreement-D13300","A software maintenance agreement covers post-launch support, bug fixes, and updates on an ongoing retainer basis — it assumes the software already exists. A custom software development agreement governs the initial build. The two documents are complements: execute a development agreement first to create the software, then a maintenance agreement to keep it running.",{"use_template":470,"template_plus_review":474,"custom_drafted":478},{"best_for":471,"cost":472,"time":473},"Domestic projects under $50,000 with a known developer and a well-defined scope","Free","30–60 minutes",{"best_for":475,"cost":476,"time":477},"Projects over $50,000, offshore developers, data-sensitive applications, or SaaS platforms where IP chain-of-title matters","$300–$800","2–5 days",{"best_for":479,"cost":480,"time":481},"Enterprise systems, regulated industries (healthcare, fintech), multi-million dollar contracts, or international development partnerships","$2,000–$8,000+","1–4 weeks",[483,488,493,498],{"code":484,"name":485,"flag_asset_id":486,"note":487},"us","United States","flag-us","Under US copyright law, software code is automatically owned by the developer unless assigned in writing. The 'work for hire' doctrine applies only in narrow circumstances — independent contractors are generally not covered, making an explicit IP assignment clause essential. Non-compete clauses in development agreements are unenforceable in California. State law governs contract interpretation, so the choice of governing law clause has material consequences for dispute outcomes.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"ca","Canada","flag-ca","Canadian copyright law similarly vests initial ownership in the developer for independent contractors — a written assignment is required for the client to own the deliverables. Quebec's Civil Code applies to contracts governed by Quebec law, which differs meaningfully from common-law provinces on implied warranties and contract interpretation. PIPEDA and provincial privacy laws impose data handling obligations that should be incorporated into the confidentiality and security clauses.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"uk","United Kingdom","flag-uk","UK copyright law automatically assigns work created by an employee to the employer but not work created by independent contractors — making an express assignment critical for any third-party development engagement. Post-Brexit, UK GDPR applies to personal data processed during development alongside the Data Protection Act 2018, and should be referenced explicitly in the data security clause. Limitation of liability clauses must not exclude liability for death, personal injury, or fraud under the Unfair Contract Terms Act 1977.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"eu","European Union","flag-eu","GDPR applies whenever personal data is processed during development or testing, requiring a Data Processing Agreement (DPA) alongside or incorporated into the development contract. The EU Software Directive grants the lawful user the right to observe, study, and test software and permits decompilation for interoperability in limited circumstances — these rights cannot be contractually waived. Member state contract law varies significantly; German and French courts apply more protective implied warranty standards than common-law jurisdictions.",[227,230,237,241,504,505,506,507,508,509,510,249],"service-agreement-D12711","website-development-agreement-D14084","consulting-agreement---long-D12543","intellectual-property-assignment-D5229","change-order-D13613","project-proposal-D12678","statement-of-work-D12981",{"emit_how_to":174,"emit_defined_term":174},{"primary_folder":112,"secondary_folder":513,"document_type":514,"industry":515,"business_stage":516,"tags":517,"confidence":523},"development-agreements","agreement","software-and-technology","all-stages",[518,519,520,521,522],"intellectual-property","contract","custom-software-development","development-agreement","scope-of-work",0.95,"\u003Ch2>What is a Custom Software Development Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Custom Software Development Agreement\u003C/strong> is a legally binding contract between a client and a software developer or development firm that governs the commissioned creation of bespoke software built to the client's specific requirements. It defines the scope of work, milestone delivery schedule, acceptance criteria, payment terms, intellectual property ownership, confidentiality obligations, warranties, limitation of liability, and termination rights — in a single document that both parties execute before development begins. Unlike a generic service agreement, a custom software development agreement addresses the specific risks of software projects: scope creep, disputed IP ownership, defective deliverables, and the delivery of partially completed code when an engagement ends prematurely.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed custom software development agreement, the intellectual property in the code your developer writes almost certainly belongs to them — not to you — under copyright law in the US, Canada, the UK, and the EU. That means the application you paid to have built can be resold, relicensed, or withheld by the developer until disputes are resolved. Beyond IP, an unsigned project is exposed on every dimension that matters: a developer who misses deadlines faces no contractual consequences; a client who changes requirements owes no additional compensation; and either party who walks away mid-project leaves the other with no enforceable claim to money paid or work product completed. This template closes all four gaps — IP assignment, milestone accountability, change-order discipline, and work-in-progress delivery on termination — for a 30-minute investment before a single line of code is written.\u003C/p>\n",1778773595052]