[{"data":1,"prerenderedAt":530},["ShallowReactive",2],{"document-development-agreement-general-D789":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":35,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":529},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"DEVELOPMENT AGREEMENT This Development Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SERVICE PROVIDER NAME] (the \"Developer\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS: 1. The Customer is in the business of [SPECIFY] and has prepared and submitted to the Developer the Request for Proposal which is attached hereto as Schedule \"A\" and which outlines the Customer's requirements for a computer based business system which will satisfy the [DESCRIBE, E.G INVENTORY MANAGEMENT, ACCOUNTING AND ADMINISTRATIVE] needs of Customer. 2. In reply to the Request for Proposal, the Developer has prepared and submitted, and the Customer has accepted, the Proposal which is attached hereto as Schedule \"B\". 3. The Customer now requires a set of functional specifications which will consolidate and expand on the said Request for Proposal and Proposal so as to provide a detailed description of the proposed [SPECIFY] which will form the basis for the development and implementation of the said [SPECIFY]. 4. The Developer has represented that it has the capacity and professional ability to produce such functional specifications and, on the basis of that representation, the Customer wishes to purchase and the Developer wishes to supply its services on the terms and conditions set out. IN CONSIDERATION of the respective covenants herein contained, the parties agree as follows: 1. DEFINITIONS 1.1 General Unless otherwise expressly defined herein, all data procession industry terms in this agreement shall have the meaning applied to them by the [COUNTRY] National Dictionary for Information Processing Systems ([NUMBER] - [YEAR]) and published by the [COMPANY NAME], [FULL ADDRESS] Copyright [YEAR]. 1.2 Specific (1) As used in this agreement, and any schedule hereto and any amendment hereof, and any documents to be executed and delivered pursuant to this agreement and in any documents executed and delivered in connection with the completion of the transaction contemplated herein, the following words and phrases shall have the following meanings, respectively: (a) \"Development Plan\" means the activities and functions specified in Schedule \"C\" hereto for the development and delivery of the Functional Specifications; (b) \"Development Schedule\" means the operative dates for the Development Plan as set forth in Schedule \"D\" hereto; (c) \"Functional Specifications\" means the specifications to be prepared by the Developer with the co-operation of the Customer which will be based on the Request for Proposal and the Proposal and which will conform in content but not necessarily rigid structure to the requirements specified in the Functional Specifications Content Requirements and which, when completed, will fully describe the required computer based business system at a business rather than a technical level; (d) \"Functional Specifications Content Requirements\" means Schedule \"E\" attached hereto; (e) \"Payment Schedule\" means the terms and conditions of payment of the Price which are attached hereto as Schedule \"F\", and (f) \"Price\" means the total fees and expenses payable by the Customer to the Developer for the Functional Specifications as set out in Schedule \"G\" attached hereto. 1.3 Schedules The following are the schedules attached to and incorporated in this agreement by reference and deemed to be a part hereof: Schedule No. Description of Schedule A Request for Proposal B Proposal C Development Plan D Development Schedule E Functional Specification Content Requirement F Payment Schedule & Price 2. AGREEMENT Subject to the terms and conditions hereof the Developer agrees to develop and supply to the Customer and the Customer agrees to accept from the Developer the Functional Specifications. 3. CHANGES The Price is as set forth in Schedule \"G\" and shall be paid by the Customer to the Developer as outlined in Schedule \"F\". Unless otherwise provided in this agreement, all fees and expenses related to the services formed by the Developer under this agreement are included in the Price. 4. DEVELOPMENT RESPONSIBILITIES 4.1 Developer The Developer shall be responsible for establishing development methodologies, conducting fact gathering and analysis, evaluating the possibility of incorporating any part of the current business system into the proposed system and for the provision and supervision of the services of experienced and competent personnel to carry out the said obligations. 4.2 Customer At all times during the development of the Functional Specifications, the Customer shall ensure the prompt and efficient cooperation of all of its personnel, provide access to its business records and information and, provide appropriate facilities such that the Developer is in no way hindered from efficiently performing its obligations hereunder. 4.3 Mutual Both parties shall designate qualified representatives who shall attend at regular meetings scheduled as agreed by the parties from time to time for the purpose of exchanging information at both a business and technical level and coordinating and scheduling such activities as may be necessary or desirable in connection with the development of the Functional specifications. At such meetings, the Developer shall provide regular written progress reports to the Customer on the development of the Functional Specifications and, after such meetings; the Customer shall promptly supply its written comments regarding such progress reports. 5. OWNERSHIP 5.1 Clarification of meaning (1) Subject to paragraph 5.1(2), for the purposes of this paragraph, the Developer hereby agrees that the meaning of Functional Specifications shall be extended to encompass any and all work, files and other materials produced during the development contemplated by this agreement. (2) The Customer hereby acknowledges and agrees that it may be necessary or desirable for the Developer to incorporate certain proprietary information or systems into the Functional Specifications and, therefore, the Customer hereby expressly agrees that for the purposes of this paragraph the Functional Specifications shall be deemed not to include such proprietary information of the Developer which the Developer clearly marks or identifies as being proprietary information. 5.2 General The Developer hereby acknowledges and agrees that all rights, title and interest in and to the Functional Specifications and all copies thereof are and shall remain the property of the Customer and all intellectual property rights including copyright, trademark and trade secret in the Functional Specifications and any changes, alterations or modifications thereto whether made by the Customer or the Developer are and will remain in the Customer. The Developer shall not sell, transfer, publish, disclose, display or otherwise make available the Functional Specifications, its constituent elements or copies thereof to any other person, firm, corporation or business entity and the Developer further agrees to secure and protect the Functional Specifications and all copies thereof in a manner consistent with the maintenance of the Customer's rights therein and without limiting the generality of the foregoing, to employ the same safeguards to keep the trade secrets confidential as it employs to safeguard its own trade secrets and further without limiting the generality of the foregoing, to take appropriate action by instruction or agreement with its officers, employees or agents who are permitted access to Functional Specifications or copies thereof to satisfy its obligations hereunder. 5.3 Survival:",null,"Development Agreement 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Agreement","/template/custom-software-development-agreement-D787","https://templates.business-in-a-box.com/imgs/250px/787.png",{"label":77,"url":78,"thumb":79,"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":81,"url":82,"thumb":83,"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",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":93,"keywords":97,"url":98},"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},[94],{"label":95,"url":96},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":103,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":109,"keywords":108,"url":115},"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":108,"description":6},"software license agreement",[110,112],{"label":30,"url":111},"business-legal-agreements",{"label":113,"url":114},"License Agreements","license-agreement","/template/software-license-agreement-D12928",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":103,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":125,"keywords":124,"url":130},"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. 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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":138,"description":6},"service agreement",[140,141],{"label":30,"url":111},{"label":30,"url":111},"/template/service-agreement-D12711",{"description":144,"descriptionCustom":6,"label":145,"pages":119,"size":103,"extension":10,"preview":146,"thumb":147,"svgFrame":148,"seoMetadata":149,"parents":151,"keywords":158,"url":159},"STATEMENT OF WORK COMPANY NAME CLIENT NAME PROJECT NAME PROJECT MANAGER START DATE END DATE SCOPE OF WORK Describe this project in as much detail as possible. PROJECT OBJECTIVES Objective #1 Objective #2 Objective #3 Objective #4 TEAM ","Statement Of Work","https://templates.business-in-a-box.com/imgs/1000px/statement-of-work-D12981.png","https://templates.business-in-a-box.com/imgs/250px/12981.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12981.xml",{"title":150,"description":6},"statement of work",[152,155],{"label":153,"url":154},"Sales & Marketing","sales-marketing",{"label":156,"url":157},"Marketing Plan","marketing-plan","statement work","/template/statement-of-work-D12981",{"description":161,"descriptionCustom":6,"label":162,"pages":163,"size":164,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":169,"keywords":174,"url":175},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment","7",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[170,171],{"label":30,"url":111},{"label":172,"url":173},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",false,{"seo":178,"reviewer":190,"legal_disclaimer":194,"quick_facts":195,"at_a_glance":197,"personas":201,"variants":226,"glossary":253,"clauses":290,"how_to_fill":341,"common_mistakes":382,"faqs":407,"industries":435,"comparisons":460,"diy_vs_lawyer":473,"jurisdictions":486,"related_template_ids_curated":507,"schema":516,"classification":517},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182},"Development Agreement Template | BIB","Free development agreement template covering scope, deliverables, IP ownership, payment milestones, and termination.","development agreement template",[20,183,184,185,186,187,188,189],"software development agreement template","development contract template","development agreement template word","development agreement template free","web development agreement template","product development agreement template","development services agreement",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":196,"legal_review_recommended":194,"signature_required":194,"notarization_required":176},"advanced",{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A Development Agreement is a legally binding contract between a client and a developer — individual or company — that governs the design, build, and delivery of a custom product, software application, website, or other engineered work. This free Word download covers scope, milestones, payment schedule, IP ownership, warranties, and termination in a single document you can edit online and export as PDF.\n","Use it whenever you commission or undertake custom development work where the scope, timeline, and ownership of the output must be unambiguous before work begins. It is essential for software builds, website projects, hardware prototypes, and any bespoke product requiring iterative delivery.\n","Scope of work and deliverables, project milestones and payment schedule, intellectual property assignment, confidentiality obligations, warranties and acceptance testing, change-order procedures, and termination and dispute resolution clauses.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"Startup founders","Commissioning a technical co-founder or agency to build an MVP","persona-startup-founder",{"title":207,"use_case":208,"icon_asset_id":209},"Small business owners","Hiring a freelance developer or studio to build a custom website or app","persona-small-business-owner",{"title":211,"use_case":212,"icon_asset_id":213},"Product managers","Formalizing scope and deliverables with an outsourced development team","persona-product-manager",{"title":215,"use_case":216,"icon_asset_id":217},"Software development agencies","Protecting IP and limiting liability when delivering client projects","persona-agency",{"title":219,"use_case":220,"icon_asset_id":221},"Enterprise procurement teams","Establishing enforceable terms for vendor-built custom software integrations","persona-operations-director",{"title":223,"use_case":224,"icon_asset_id":225},"Independent developers and contractors","Defining payment milestones and ownership rights before starting client work","persona-freelancer",[227,230,234,238,242,246,250],{"situation":228,"recommended_template":86,"slug":229},"Hiring a freelance developer for a short-term coding project","independent-contractor-agreement-D160",{"situation":231,"recommended_template":232,"slug":233},"Engaging an agency for ongoing software maintenance and feature development","Software Maintenance Agreement","software-maintenance-agreement-D805",{"situation":235,"recommended_template":236,"slug":237},"Co-developing a product with a partner company sharing IP","Joint Development Agreement","joint-development-agreement-standard-D887",{"situation":239,"recommended_template":240,"slug":241},"Commissioning a custom website with defined pages and CMS","Web Development Agreement","checklist-drafting-web-site-development-agreements-D5180",{"situation":243,"recommended_template":244,"slug":245},"Building a mobile application with staged milestone releases","Software Development Agreement","custom-software-development-agreement-D787",{"situation":247,"recommended_template":248,"slug":249},"Prototyping hardware or a physical product with an engineering firm","Product Development Agreement","new-product-development-plan-D14014",{"situation":251,"recommended_template":101,"slug":252},"Licensing completed software back to the developer after delivery","software-license-agreement-D12928",[254,257,260,263,266,269,272,275,278,281,284,287],{"term":255,"definition":256},"Scope of Work","A detailed written description of all tasks, deliverables, and boundaries of the project the developer is engaged to complete.",{"term":258,"definition":259},"Deliverable","A specific, agreed output — such as a working software module, design mockup, or documented API — that the developer must provide by a defined date.",{"term":261,"definition":262},"Milestone","A defined checkpoint in the project timeline tied to completion of a specific deliverable or phase, often linked to a payment trigger.",{"term":264,"definition":265},"IP Assignment","A contractual clause transferring ownership of all work product, code, and inventions created during the project from the developer to the client.",{"term":267,"definition":268},"Acceptance Testing","A formal process by which the client reviews a deliverable against agreed criteria and either accepts it or provides a written list of defects for correction.",{"term":270,"definition":271},"Change Order","A written amendment to the original scope of work that documents additional tasks, revised timelines, or adjusted fees agreed by both parties.",{"term":273,"definition":274},"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 breaches the agreement.",{"term":276,"definition":277},"Warranty Period","A defined period after delivery — commonly 30 to 90 days — during which the developer is obligated to fix defects in the delivered work at no extra charge.",{"term":279,"definition":280},"Liquidated Damages","A pre-agreed sum specified in the contract that one party pays to the other if a defined breach — such as a missed deadline — occurs, avoiding a full damages calculation.",{"term":282,"definition":283},"Work Made for Hire","A US copyright doctrine under which certain works created by an employee or contractor under a written agreement are treated as owned by the commissioning party from creation.",{"term":285,"definition":286},"Force Majeure","A clause excusing a party from performance obligations when extraordinary events beyond their control — such as natural disasters or government shutdowns — make performance impossible.",{"term":288,"definition":289},"Limitation of Liability","A clause capping the maximum financial exposure of one or both parties, typically expressed as a multiple of fees paid under the agreement.",[291,296,301,306,311,316,321,326,331,336],{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Parties, recitals, and effective date","Identifies the client and developer as legal entities, states the purpose of the agreement, and records the date it takes effect.","This Development Agreement ('Agreement') is entered into as of [DATE] between [CLIENT LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Client'), and [DEVELOPER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Developer').","Using trade names or personal names instead of registered legal entities. If the contracting party does not match the entity that receives payment or holds IP, enforcement becomes complicated and costly.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Scope of work and deliverables","Defines exactly what the developer will build, the specific outputs to be delivered, and what is explicitly excluded from the engagement.","Developer shall design, develop, and deliver the Deliverables described in Schedule A, attached hereto and incorporated by reference. Any work not expressly described in Schedule A requires a written Change Order signed by both parties.","Leaving the scope in the main body as a vague description rather than a detailed Schedule A. Vague scope is the single most common source of cost overruns and disputes on development projects.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Project timeline and milestones","Sets out key dates for each project phase, when deliverables must be submitted, and the consequences of delay.","Developer shall complete each Milestone by the date set out in Schedule B. If Developer anticipates a delay of more than [5] business days, Developer shall provide written notice to Client within [2] business days of becoming aware of the delay.","Treating the schedule as aspirational rather than contractual. Without agreed milestone dates tied to payment and consequences, developers have no structural incentive to meet deadlines.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Fees, payment schedule, and invoicing","States the total project fee or hourly rate, the payment amounts linked to each milestone, and the invoicing and payment process.","Client shall pay Developer a total fixed fee of $[AMOUNT], payable as follows: [X]% ($[AMOUNT]) upon execution; [X]% ($[AMOUNT]) upon completion of Milestone 1; [X]% ($[AMOUNT]) upon final acceptance. Invoices are payable within [15] days of receipt.","Front-loading payments to the developer without tying later disbursements to acceptance of specific deliverables. A schedule that pays 50% at signing and 50% upon 'completion' gives the client no leverage if quality falls short.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Intellectual property assignment","Transfers ownership of all work product, code, designs, and documentation created during the project from the developer to the client upon full payment.","Upon receipt of full payment, Developer hereby irrevocably assigns to Client all right, title, and interest in and to the Deliverables, including all copyrights, patents, trade secrets, and other intellectual property rights. Developer retains no license to use the Deliverables for other clients without Client's prior written consent.","Omitting the 'upon full payment' trigger, which can result in the client owning IP before all invoices are settled — removing the developer's primary payment enforcement mechanism.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Developer background IP and third-party components","Identifies any pre-existing code, tools, or libraries the developer brings to the project and grants the client a license to use them as part of the delivered work.","Developer may incorporate Background IP (as listed in Schedule C) and open-source third-party components into the Deliverables. Developer grants Client a non-exclusive, perpetual, royalty-free license to use Background IP solely as incorporated in the Deliverables. Developer warrants that all third-party components are used in compliance with their applicable licenses.","No background IP clause at all. Without it, a developer can later claim that reusable components embedded in the client's product are proprietary, creating a license dispute or a demand for additional fees post-delivery.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Acceptance testing and change orders","Establishes the process for the client to review and formally accept each deliverable, and the procedure for requesting scope changes.","Client shall have [10] business days following delivery of each Deliverable to review and either (a) provide written acceptance or (b) deliver a written defect list. Developer shall correct confirmed defects within [10] business days. Any changes to scope require a Change Order signed by both parties prior to implementation.","No defined acceptance window. Without a stated review period, clients delay acceptance indefinitely — stalling the developer's next payment trigger — or dispute deliverables months after delivery.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Confidentiality","Prevents either party from disclosing the other's confidential information — product roadmaps, business data, technical architecture — during and after the project.","Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party or use it for any purpose other than performing its obligations under this Agreement. This obligation survives termination for [3] years.","Mutual confidentiality clauses that don't exclude information already in the public domain or information the receiving party developed independently. Overly broad clauses create enforcement uncertainty and are harder to defend in litigation.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Warranties and representations","States what each party guarantees — the developer warrants the work is original, free of defects for the warranty period, and does not infringe third-party IP; the client warrants it has authority to commission the work.","Developer warrants that: (a) the Deliverables will conform to the specifications in Schedule A for [90] days after acceptance; (b) the Deliverables do not infringe any third-party intellectual property rights; and (c) Developer has the right to enter into and perform this Agreement.","Accepting a warranty of only 30 days on a complex software project. Serious defects in integrated systems often surface during the first production release cycle, which typically falls outside a 30-day window.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Termination, remedies, and governing law","States the conditions under which either party may terminate, what compensation is owed upon termination, and which jurisdiction's law governs the agreement.","Either party may terminate this Agreement upon [30] days' written notice. Client may terminate immediately for Developer's material breach not cured within [10] days of notice. Upon termination, Developer shall deliver all work in progress to Client; Client shall pay for all work accepted and approved as of the termination date. This Agreement is governed by the laws of [STATE/COUNTRY].","No work-in-progress delivery obligation upon termination. Without it, a client who terminates a failing project has no contractual right to receive the code that already exists — leaving them unable to engage a replacement developer.",[342,347,352,357,362,367,372,377],{"step":343,"title":344,"description":345,"tip":346},1,"Identify both parties with full legal entity names","Enter the registered legal name, entity type, and jurisdiction of both the client and the developer. For individuals, use their full legal name and residential address.","Run a quick corporate registry search to confirm the developer's registered entity name matches what appears on their invoices — mismatches are a red flag and complicate IP enforcement.",{"step":348,"title":349,"description":350,"tip":351},2,"Build Schedule A: detailed scope of work","Write a line-by-line description of every feature, module, and deliverable — including file formats, technical specifications, and explicit exclusions. Reference any wireframes, technical specs, or design briefs as attachments.","Use the developer's own technical proposal as the starting point for Schedule A, then add explicit exclusions for anything discussed but not agreed. Undocumented verbal agreements become disputes.",{"step":353,"title":354,"description":355,"tip":356},3,"Set Schedule B: milestones, dates, and payment triggers","Map each milestone to a specific calendar date and a payment amount. Ensure no single payment exceeds 30–40% of the total contract value to maintain leverage throughout delivery.","Tie the final payment — typically 15–25% of the total — to formal written acceptance of the last deliverable, not to project 'completion,' which is subjective.",{"step":358,"title":359,"description":360,"tip":361},4,"Define the IP assignment and background IP terms","Confirm whether IP transfers upon full payment or milestone by milestone. List all background IP the developer will incorporate in Schedule C, and verify that any open-source components are used under a license compatible with the client's intended commercial use.","Ask the developer for a list of all open-source libraries before signing. GPL-licensed components in commercial software can create mandatory open-sourcing obligations that void the client's proprietary IP strategy.",{"step":363,"title":364,"description":365,"tip":366},5,"Set acceptance testing windows and defect correction periods","Enter the number of business days the client has to review each deliverable (10–15 days is typical) and the number of days the developer has to correct confirmed defects. Define what constitutes a 'defect' versus a 'change request' to prevent scope creep.","A deliverable not responded to within the acceptance window should be deemed accepted by the client — include this auto-acceptance provision to prevent indefinite review delays.",{"step":368,"title":369,"description":370,"tip":371},6,"Draft the change-order procedure","Specify that all scope changes must be submitted in writing, include a response timeframe for the developer to price the change (e.g., within 5 business days), and require both parties' signatures before any additional work begins.","Number change orders sequentially (CO-001, CO-002) and keep them as signed addenda to the main agreement. This creates a clean audit trail if the total project cost is ever disputed.",{"step":373,"title":374,"description":375,"tip":376},7,"Confirm termination obligations and governing law","Set the notice period for either party to terminate without cause (30 days is standard), the immediate-termination triggers for material breach, the work-in-progress delivery obligation, and the state or country whose law governs. Confirm the dispute resolution method — arbitration or courts.","Choose an arbitration clause for cross-border development engagements — litigation across jurisdictions is far more expensive and slower than international commercial arbitration.",{"step":378,"title":379,"description":380,"tip":381},8,"Execute before any work begins","Both parties must sign the agreement — and all schedules — before the developer writes a single line of code. Obtain countersigned copies and store them in a secure, accessible location.","Use a timestamped e-signature tool so both parties have a verifiable execution record. Work started before signing creates an implied contract on the developer's existing terms, not yours.",[383,387,391,395,399,403],{"mistake":384,"why_it_matters":385,"fix":386},"Vague or missing scope of work","Without a detailed Schedule A, the developer and client operate on different assumptions about what is included. This is the root cause of the majority of development disputes and cost overruns.","Write every feature, integration, and deliverable into Schedule A before signing. If it is not in writing, it is not in scope — and adding it later means a change order and additional fees.",{"mistake":388,"why_it_matters":389,"fix":390},"No formal acceptance testing procedure","Without a defined review window and defect-correction process, clients delay payment indefinitely by claiming deliverables are incomplete, and developers claim work is done when it clearly is not.","Specify the exact number of business days for review, a written defect list format, and a correction period. Include an auto-acceptance provision if the client does not respond within the window.",{"mistake":392,"why_it_matters":393,"fix":394},"IP assignment without a 'work made for hire' clause or explicit transfer language","Under US and UK copyright law, a contractor does not automatically assign IP to the client by delivering the work. Without explicit assignment language, the developer may retain copyright over code they were paid to build.","Include both a 'work made for hire' designation and a separate irrevocable assignment clause covering any work that does not qualify as work made for hire under applicable law.",{"mistake":396,"why_it_matters":397,"fix":398},"No background IP or open-source component schedule","A developer who embeds proprietary reusable components without disclosure can later claim a license fee to use the finished product. GPL or AGPL open-source components can impose viral licensing obligations on the entire codebase.","Require the developer to list all background IP and third-party libraries before signing. Confirm all open-source licenses are compatible with the client's intended commercial use.",{"mistake":400,"why_it_matters":401,"fix":402},"Front-loaded payment schedule with no milestone linkage","Paying 50% or more upfront with no deliverable-linked milestones removes the client's main enforcement tool. Once the developer has most of the fee, there is little financial incentive to fix defects or meet deadlines.","Structure payments so that at least 40% of the total fee is tied to acceptance of specific deliverables, with the final 15–20% held until written final acceptance.",{"mistake":404,"why_it_matters":405,"fix":406},"No work-in-progress delivery clause on termination","If a project is terminated midway — due to developer breach, insolvency, or mutual agreement — a client with no WIP delivery clause has no contractual right to receive the code already built, leaving them unable to continue development elsewhere.","Add an explicit clause requiring the developer to deliver all work product, code, documentation, and credentials to the client upon termination, regardless of the reason, in exchange for payment for accepted work.",[408,411,414,417,420,423,426,429,432],{"question":409,"answer":410},"What is a development agreement?","A development agreement is a legally binding contract between a client and a developer — an individual, freelancer, or company — that governs the design, build, and delivery of a custom product, software application, website, or other engineered work. It defines scope, milestones, fees, IP ownership, warranties, and termination rights, replacing informal arrangements with enforceable obligations on both sides.\n",{"question":412,"answer":413},"Who needs a development agreement?","Any business or individual commissioning custom development work needs one before work begins — startup founders building MVPs, small businesses hiring web developers, enterprises engaging outsourced engineering teams, and development agencies protecting themselves when delivering client projects. Without a signed agreement, both parties are exposed to scope disputes, IP ownership ambiguity, and unenforceable payment terms.\n",{"question":415,"answer":416},"Does a development agreement transfer IP to the client?","Only if the contract explicitly says so. Under US and UK copyright law, a contractor retains copyright in work they create unless there is a written assignment or the work qualifies as 'work made for hire.' A development agreement should include both work-made-for-hire language and a separate irrevocable IP assignment clause to cover all work product, code, designs, and documentation created during the project.\n",{"question":418,"answer":419},"What is the difference between a development agreement and an independent contractor agreement?","An independent contractor agreement is a general-purpose document covering the relationship between a business and a self-employed individual — payment, classification, and basic IP terms. A development agreement is project-specific: it includes a detailed scope of work, milestone schedule, acceptance testing procedures, change-order process, and technical warranties that a generic contractor agreement does not. For any material development engagement, the development agreement governs; the contractor agreement may run alongside it.\n",{"question":421,"answer":422},"What payment structure should a development agreement use?","Milestone-based payment is standard for fixed-price development projects. A common structure is 25–30% at signing, 25–30% at a defined mid-project milestone, and the remaining 40–50% upon final acceptance. No single payment should exceed 40% of the total contract value before the corresponding deliverable is accepted. For time-and-materials engagements, monthly invoicing against a not-to-exceed budget is typical.\n",{"question":424,"answer":425},"How should scope changes be handled in a development agreement?","All scope changes should go through a formal written change-order process. The client submits a written request, the developer prices and schedules the additional work within a defined window (typically 5 business days), and both parties sign the change order before any additional work begins. Verbal agreements to expand scope are the primary driver of payment disputes on development projects and are generally unenforceable under contract law.\n",{"question":427,"answer":428},"Is a development agreement enforceable across borders?","Yes, generally, when the governing law and dispute resolution clauses are carefully drafted. Choosing a neutral governing law (such as a US state both parties accept, or English law for international projects) and an arbitration clause administered by a recognized body like the ICC or AAA is typically more effective than relying on courts in either party's jurisdiction. Each country may have mandatory local employment or contractor classification rules that override the contract regardless of the chosen governing law.\n",{"question":430,"answer":431},"What warranties should a development agreement include?","At minimum: a warranty that deliverables conform to the agreed specifications for a defined period after acceptance (90 days is standard for complex software), a warranty that the work does not infringe any third-party IP rights, and a warranty that the developer has the authority to enter into and perform the agreement. Clients should negotiate a warranty period long enough to cover the first production release cycle, where most integration defects surface.\n",{"question":433,"answer":434},"Do I need a lawyer to draft a development agreement?","For straightforward domestic development engagements with clear scope and a known developer, a well-structured template is typically sufficient with careful customization. Engage a lawyer when the project value exceeds $50,000, when IP is central to the business model, when the developer is in a different country, when the project involves regulated data (health, financial, or personal data), or when the agreement includes source-code escrow, equity compensation, or white-labeling rights.\n",[436,440,444,448,452,456],{"industry":437,"icon_asset_id":438,"specifics":439},"Technology / SaaS","industry-saas","IP assignment of source code and proprietary algorithms is critical; background IP schedules for reusable frameworks, API integrations, and open-source components must be explicitly documented.",{"industry":441,"icon_asset_id":442,"specifics":443},"E-commerce / Retail","industry-ecommerce","Website and platform builds require acceptance testing tied to specific performance benchmarks — page load speeds, checkout conversion flows, and payment gateway integration — as defined acceptance criteria.",{"industry":445,"icon_asset_id":446,"specifics":447},"Healthcare / MedTech","industry-healthtech","Development of software handling patient data triggers HIPAA (US) or GDPR (EU/UK) compliance obligations; the agreement must include data processing addenda and security requirement schedules.",{"industry":449,"icon_asset_id":450,"specifics":451},"Financial Services / Fintech","industry-fintech","Regulatory compliance requirements — PCI-DSS, SOC 2, FCA authorization — must be incorporated as contractual obligations on the developer, with audit rights and breach notification timelines specified.",{"industry":453,"icon_asset_id":454,"specifics":455},"Manufacturing / Hardware","industry-manufacturing","Hardware prototype development agreements require physical deliverable specifications, materials sourcing obligations, testing and certification milestones, and provisions for tooling and mould ownership.",{"industry":457,"icon_asset_id":458,"specifics":459},"Media / Creative Agencies","industry-marketing","Creative development engagements need clear distinction between the agency's background IP (brand frameworks, design systems) and client-owned deliverables to prevent post-project licensing disputes.",[461,463,466,470],{"vs":86,"vs_template_id":229,"summary":462},"An independent contractor agreement covers the general terms of a self-employed relationship — classification, payment, and basic IP. A development agreement is project-specific, adding a detailed scope of work, milestone schedule, acceptance testing, and technical warranties. For any material build, you need the development agreement; the contractor agreement may run alongside it to address employment classification.",{"vs":101,"vs_template_id":464,"summary":465},"software-license-agreement-D832","A software license agreement governs the right to use software that already exists — it does not cover the act of building it. A development agreement governs the creation process, and may include a license back to the developer for background IP components. Once delivery is complete, a separate license agreement may be needed if the client plans to sublicense or redistribute the product.",{"vs":467,"vs_template_id":468,"summary":469},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information shared during discussions before any contract is signed — it does not create obligations to deliver work, pay fees, or assign IP. A development agreement includes its own confidentiality clause covering the project itself. An NDA is appropriate at the pre-contract stage; the development agreement governs once work is commissioned.",{"vs":133,"vs_template_id":471,"summary":472},"service-agreement-D12711","A general service agreement covers ongoing or recurring service delivery without project-specific detail — it is appropriate for retainers, support contracts, and managed services. A development agreement is designed for a defined-scope build with milestones, acceptance testing, and IP transfer. Using a generic service agreement for a bespoke development project leaves scope, IP, and acceptance testing undefined.",{"use_template":474,"template_plus_review":478,"custom_drafted":482},{"best_for":475,"cost":476,"time":477},"Domestic development projects under $25,000 with a known developer and clear scope","Free","30–60 minutes",{"best_for":479,"cost":480,"time":481},"Projects over $25,000, cross-border engagements, or builds involving sensitive IP or regulated data","$400–$900 for a 1–2 hour attorney review","2–5 days",{"best_for":483,"cost":484,"time":485},"Enterprise software builds, joint development arrangements, source-code escrow, equity-linked developer compensation, or multi-party development consortiums","$2,000–$8,000+","1–3 weeks",[487,492,497,502],{"code":488,"name":489,"flag_asset_id":490,"note":491},"us","United States","flag-us","US copyright law does not automatically assign ownership of contractor-created work to the client — a written IP assignment is essential. Under 17 U.S.C. § 101, only certain categories of commissioned work qualify as 'work made for hire'; software typically does not qualify unless the parties are employer and employee. California, New York, and Delaware each have distinct contractor classification rules that affect whether a developer can be engaged as an independent contractor rather than an employee.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"ca","Canada","flag-ca","Canadian copyright law similarly defaults to creator ownership for contractor-developed works, making an explicit written assignment clause mandatory. Provinces have varying contractor classification tests — Ontario's Employment Standards Act and BC's Employment Standards Act set thresholds that may require developers engaged long-term to be reclassified as employees. Quebec civil law applies distinct contract rules for companies and individuals operating in that province.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"uk","United Kingdom","flag-uk","Under the Copyright, Designs and Patents Act 1988, copyright in works created by independent contractors belongs to the contractor by default — a written assignment is required to transfer ownership to the client. IR35 rules (off-payroll working legislation) may require the client to treat a developer as an employee for tax purposes depending on the nature of the engagement. Post-Brexit, GDPR obligations for projects handling UK personal data are governed by the UK GDPR and Data Protection Act 2018.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"eu","European Union","flag-eu","EU member states vary in their default rules on contractor IP ownership — France, Germany, and the Netherlands each have distinct provisions. GDPR compliance is mandatory for any development project handling personal data of EU residents; a Data Processing Agreement must be incorporated by reference or appended. Some EU jurisdictions also impose mandatory author's moral rights that cannot be waived, meaning the client may need to include a moral rights waiver or consent clause where permissible under local law.",[229,252,468,471,508,509,510,511,512,513,514,515],"statement-of-work-D12981","intellectual-property-assignment-D5229","website-development-agreement-D14084","joint-venture-agreement-D889","employment-agreement_at-will-employee-D541","master-service-agreement-D12657","consulting-agreement---long-D12543","general-non-compete-agreement-D882",{"emit_how_to":194,"emit_defined_term":194},{"primary_folder":111,"secondary_folder":518,"document_type":519,"industry":520,"business_stage":521,"tags":522,"confidence":528},"development-agreements","agreement","general","all-stages",[523,524,525,526,527],"contract","intellectual-property","development-agreement","scope-and-deliverables","payment-terms",0.95,"\u003Ch2>What is a Development Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Development Agreement\u003C/strong> is a legally binding contract between a client and a developer — whether an individual freelancer, an agency, or a technology company — that governs the full lifecycle of a custom build: scope definition, milestone delivery, payment, intellectual property transfer, warranties, and termination. Unlike a general service agreement or a brief statement of work, a development agreement integrates project-specific detail with enforceable legal protections, establishing exactly what will be built, when it will be delivered, who will own it, and what happens if something goes wrong. It is the governing document for software applications, websites, hardware prototypes, and any other engineered output created on behalf of a commissioning party.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed development agreement, the most consequential questions in any development engagement are left unanswered in writing: who owns the code, what exactly is in scope, and what happens if the developer disappears halfway through. Clients who rely on informal statements of work or verbal agreements routinely discover — after paying tens of thousands of dollars — that the developer retains copyright over the finished product, that disputed features were never actually promised, or that there is no contractual mechanism to recover work in progress after a relationship breaks down. A properly executed development agreement eliminates all three risks before work begins. It gives the developer a clear, unambiguous scope to build against, ties every payment to an accepted deliverable, and ensures that IP transfers to the client automatically upon final payment — making this template an essential foundation for any serious development engagement.\u003C/p>\n",1778773595065]