[{"data":1,"prerenderedAt":520},["ShallowReactive",2],{"document-software-development-and-consulting-services-agreement-D800":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":36,"customDescModule":177,"customdescription":6,"mdFm":178,"mdProseHtml":519},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"SOFTWARE DEVELOPMENT & CONSULTING SERVICES AGREEMENT This Software Development and Consulting Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), 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: [DEVELOPER NAME] (the \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS WHEREAS Company wishes to [DESCRIBE NEEDS TO BE ADDRESSED], and; WHEREAS Company wishes to hire Developer to develop these custom software packages, and; WHEREAS Developer desires to develop these custom software packages for Company. NOW THEREFORE, the parties hereto hereby agree as follows: CONSULTING SERVICES DEFINED The term \"Consulting Services\" when used in this Agreement means the performance of professional services that include but are not limited to system analysis, program development, personnel training, documentation writing and general business consulting. SCOPE AND SERVICES Developer shall provide and deliver to Company custom software and consulting services in regards thereto as outlined in Article 3. This software development shall result in software products which may be used for implementing: [DESCRIBE] DEVELOPER RESPONSIBILITIES Developer shall develop custom software which will modify, customize, amend, enhance or otherwise change the following pre-existing Developer software packages to fulfill the requirements of Company: [DESCRIBE] The requirements to be fulfilled by the custom programming to the above listed packages are presently undefined. The defining of Company requirements shall occur in Phases, each Phase representing a division of the Company operation, and such Sub-phases representing either the development of a particular application, or a Sub-phase representing the modification of a particular application. Each Phase and Sub-phase shall be designed, approved, programmed, delivered, tested, and accepted pursuant to the procedures listed below. DEVELOPMENT PHASES AND SUB-PHASES Developer shall consult with Company personnel for the purpose of designing programming specifications. Specifications shall contain those items listed on Attachment A. Once Developer has designed said programming specifications, they will be delivered to Company together with their operation performance estimates (OPE) for every program mentioned in the specifications. The OPE will indicate any limitations on the program, and the estimated response times for on-line programs or runtimes for the batch programs. Upon receipt of said programming specifications, Company will either approve or disapprove of said specifications. Such approval will be at the sole discretion of Company. Upon approval of the programming specifications, Developer design, in conjunction with Company, an Acceptance test for these specifications. The Acceptance test will follow those standards listed in Attachment B. The specifications, OPE's and the Acceptance test will be incorporated into a Phase-Agreement. If Company does not approve said specifications, Developer and Company will again consult and restart the procedure. After the creation of the Acceptance Test, the parties shall create the Phase Agreement. The Phase Agreement shall contain the following: The fixed price for the Phase. The functional names of the applications to be created. The date of delivery, and that time is of the essence. The Phase Agreement will also have the following items attached thereto: The Functional Specifications which is a narrative explanation of the operation of the programs, containing Exhibits of all screen and reports. The Programming Specifications to be used by the programmers creating the software for Company. The Functional Specifications for the software after customization. File layouts for all files used or created in that Phase, including record and/or data field descriptions. The operation performance estimates. The Acceptance Tests, including test data. Upon the signing of the Phase Agreement by both Company and Developer, Company shall pay to Developer [%] of the fixed cost indicated in the Phase Agreement. Developer will then proceed to write the programming for that phase. On the delivery date specified in the Phase Agreement, Developer shall deliver to Company the completed programming for that phase. For delivery on or before the delivery date specified in the Phase Agreement, Company shall pay to Developer [%] of the price for that Phase. For delivery after the date specified in the Phase Agreement, but prior to the expiration of a grace period of [NUMBER] days, Company shall pay to Developer [%] of the price for that Phase. Failure by Developer to deliver the completed programming by the end of the [NUMBER] days after the delivery date specified in the Phase Agreement delivery after the date specified in the Phase Agreement, but prior to the expiration of a grace period of [NUMBER] days, Company shall pay to Developer [%] of the price for that Phase. Failure by Developer to deliver the completed programming by the end of the [NUMBER] days after the delivery date specified in the Phase Agreement will entitle Company to a [%] reduction in the cost of the entire Phase for each [NUMBER] day period in which Developer is late. The delivery date may only be modified by written amendment to the Phase Agreement signed by both parties. In the event that Developer fails to deliver the completed programs [NUMBER] months after the original delivery date, and the delivery date was not modified, Company may cancel that Phase Agreement. In the event of such cancellation, Developer shall deliver to Company all work in progress, program specifications, etc., then in Developer's possession. Cancellation pursuant to such failure to deliver shall not require any further payments to Developer as normally required pursuant to Article 19. Upon delivery, Company shall conduct the acceptance test that was created by the parties. Upon passing the acceptance test, Company shall pay to Developer an additional [%] of the price of the phase, Developer was paid [%] for the delivery of the programs, Company shall pay to Developer [%] for the passing of the Acceptance Test. Company shall retain the final [%] until the successful completion of [NUMBER] days of actual live use of said phase. If the programs fail to perform the acceptance tests, the parties shall follow this procedure: Company shall immediately notify Developer by telephone of the failure of the test. Company shall then confirm such notice by sending written confirmation of the failure plus proper documentation to Developer by certified mail, return receipt requested. Developer may immediately begin reprogramming to remedy the failure. If the failure can be remedied within [NUMBER] days, and the Acceptance testing shall continue. In the event that the failure cannot be remedied after the [NUMBER] day, Developer shall notify Company within an additional [NUMBER] days of the new delivery date for that Phase. In no event shall the new delivery date be more than [NUMBER] days after the original delivery date. After Company has used the phase programs for a period of [NUMBER] consecutive days of uptime as defined in Article 11, without failure, Company shall pay to Developer the final [%] payment. Nothing in this procedure shall be construed to prevent several Phases and Sub-phases to be commenced simultaneously. SOFTWARE DOCUMENTATION DELIVERABLES Developer shall deliver to Company software documentation products as outlined in Attachment \"D\". COMPANY'S RESPONSIBILITIES Company shall furnish information requested by Developer that is necessary for Developer to fulfill its responsibilities under this Agreement",null,"Software Development and Consulting Services Agreement","14",91,"doc","https://templates.business-in-a-box.com/imgs/1000px/software-development-and-consulting-services-agreement-D800.png","https://templates.business-in-a-box.com/imgs/250px/800.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#800.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":17,"url":18},"software development consulting services agreement","Software Development and Consulting Services Agreement Template","https://templates.business-in-a-box.com/imgs/400px/800.png","https://templates.business-in-a-box.com/imgs/600px/800.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,33],{"label":26,"url":27},{"label":31,"url":32},"Legal Agreements","/templates/business-legal-agreements/",{"label":34,"url":35},"Services & Consulting","/templates/services-and-consulting/",[37,41,45,49,53,57,61,65,69,73,77,81,85,100,115,130,147,159],{"label":38,"url":39,"thumb":40,"extension":10},"Consulting Agreement with Sharing of Software Revenues","/template/consulting-agreement-with-sharing-of-software-revenues-D785","https://templates.business-in-a-box.com/imgs/250px/785.png",{"label":42,"url":43,"thumb":44,"extension":10},"Custom Software Development Agreement","/template/custom-software-development-agreement-D787","https://templates.business-in-a-box.com/imgs/250px/787.png",{"label":46,"url":47,"thumb":48,"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":50,"url":51,"thumb":52,"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":54,"url":55,"thumb":56,"extension":10},"Consulting Agreement Long","/template/consulting-agreement---long-D12543","https://templates.business-in-a-box.com/imgs/250px/12543.png",{"label":58,"url":59,"thumb":60,"extension":10},"Marketing Consulting Agreement","/template/marketing-consulting-agreement-D14009","https://templates.business-in-a-box.com/imgs/250px/14009.png",{"label":62,"url":63,"thumb":64,"extension":10},"Time and Materials Consulting Agreement","/template/time-and-materials-consulting-agreement-D175","https://templates.business-in-a-box.com/imgs/250px/175.png",{"label":66,"url":67,"thumb":68,"extension":10},"Retainer Consulting Agreement","/template/retainer-consulting-agreement-D13388","https://templates.business-in-a-box.com/imgs/250px/13388.png",{"label":70,"url":71,"thumb":72,"extension":10},"Checklist Software Development Contract","/template/checklist-software-development-contract-D781","https://templates.business-in-a-box.com/imgs/250px/781.png",{"label":74,"url":75,"thumb":76,"extension":10},"Professional Services Agreement","/template/professional-services-agreement-D13277","https://templates.business-in-a-box.com/imgs/250px/13277.png",{"label":78,"url":79,"thumb":80,"extension":10},"Consulting Contract","/template/consulting-agreement-short-D155","https://templates.business-in-a-box.com/imgs/250px/155.png",{"label":82,"url":83,"thumb":84,"extension":10},"Development Agreement General","/template/development-agreement-general-D789","https://templates.business-in-a-box.com/imgs/250px/789.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":88,"size":103,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":109,"keywords":113,"url":114},"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",513,"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":108,"description":6},"service agreement",[110,112],{"label":31,"url":111},"business-legal-agreements",{"label":31,"url":111},"consulting agreement","/template/consulting-agreement-D12711",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":103,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":124,"keywords":123,"url":129},"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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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":137,"description":6},"statement of work",[139,142],{"label":140,"url":141},"Sales & Marketing","sales-marketing",{"label":143,"url":144},"Marketing Plan","marketing-plan","statement work","/template/statement-of-work-D12981",{"description":148,"descriptionCustom":6,"label":149,"pages":150,"size":103,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":156,"keywords":155,"url":158},"SUBCONTRACT AGREEMENT This Subcontract Agreement (the \"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"Contractor\"), 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: [SUBCONTRACTOR NAME] (the \"Subcontractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS Contractor has entered into, or will hereafter enter into, a general construction contract, henceforth \"The Prime Contract\" with [General Contractor], to perform in accordance with various contract documents and specifications certain work prepared by [architect], henceforth \"Architect\", and/or to furnish labor, materials, supplies, labor and/or goods required to construct the following named and described construction project: [Describe], henceforth \"The Project\", located in [address], and WHEREAS Contractor desires to retain Subcontractor to perform certain contract work in accordance with various contract documents and specifications and/or to furnish labor, materials, supplies, labor and/or goods for The Project; NOW THEREFORE Contractor and Subcontractor agree as follows: SUBCONTRACT WORK Subcontractor shall be employed as an independent contractor and shall provide and furnish all labor, materials, tools, supplies, equipment, services, facilities, supervision, and administration necessary for the proper and complete performance and acceptance of the following portions of the work, hereinafter \"the Subcontract Work\", for the Project, together with such other portions of the drawings, specifications and addendum as related thereto: SEE EXHIBIT A: Scope, Conditions, And List of Attachments SUBCONTRACTOR PRICE In consideration of Subcontractor's performance of this Subcontract, and at the times and subject to the terms and conditions hereinafter set forth, Contractor shall pay to Subcontractor the total sum of [AMOUNT], hereinafter \"subcontract price.\" Said subcontract price is dependent upon the conditions set forth in Exhibit A being met. Should said conditions not be met, the subcontract amount shall be modified accordingly. SPECIAL CONDITIONS The Special Conditions to Subcontract are incorporated in this Subcontract as though fully set forth herein. Subcontractor hereby acknowledges receipt of the Special Conditions. COMMUNICATION AND NOTICE","Subcontract Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/subcontract-agreement-D172.png","https://templates.business-in-a-box.com/imgs/250px/172.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#172.xml",{"title":155,"description":6},"subcontract agreement",[157],{"label":96,"url":97},"/template/subcontract-agreement-D172",{"description":160,"descriptionCustom":6,"label":161,"pages":162,"size":103,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":168,"keywords":175,"url":176},"CLIENT SERVICE AGREEMENT This Client Service Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF THE CLIENT], (the \"Client\"), 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: [NAME OF THE SERVICE PROVIDER], (the \"Service Provider\"), 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] Collectively, the Client and Service Provider shall be referred to as the \"Parties.\" WHEREAS, the Client desires to engage the Service Provider for the performance of [SPECIFY SERVICES]; WHEREAS, the Service Provider has expertise in one or more fields of business that the Client offers and wishes to provide its Services to the Client; WHEREAS, both the Parties wish to evidence their contract in writing and both the Parties have the capacity to enter into and perform this contract; NOW THEREFORE in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: INCORPORATION OF RECITALS The Parties agree that the Recitals are true and correct and are incorporated into this Agreement as though set forth in full. RELATIONSHIP The Service Provider acknowledges that they are solely an Independent Contractor and not an employee, agent, partner or joint venture of the Client. The Client will provide the Service Provider with the details of the Services it wants the Service Provider to undertake and perform henceforth. The Client shall not withhold any taxes or any amount or payment due to the Service Provider and which it owes to the Service Provider in regard to the Services rendered by it to the Client. TERM The present Agreement shall come into force on the Effective Date hereof and shall remain in force for a period of [NUMBER OF MONTHS] months starting from the Effective Date hereof and shall terminate at the expiration of the Term hereof. SERVICES The Service Provider shall provide such Services as mentioned in \"EXHIBIT A\" attached to the present Agreement. PAYMENT As consideration for, and subject to the Service Provider's continued performance of all of the Service Provider Services, the Service Provider will receive a lump sum cash fee of [SPECIFY AMOUNT] for each full calendar month during which the Service Provider provides Service Provider Services to the Client. The said payment shall be paid via [MODE OF PAYMENT]. DUTIES OF THE SERVICE PROVIDER The Service Provider shall provide the Services diligently and as per industry standards; The Service Provider shall not provide misleading information about the Client or its products/services to any third party; The Service Provider shall follow the terms of the Agreement in good faith. CONFIDENTIALITY Definition: \"Confidential Information\" means any proprietary information, technical data, trade secrets or know-how of the Client, including, but not limited to, research, business plans or models, product plans, products, services, computer software and code, developments, inventions, processes, formulas, technology, designs, drawings, engineering, customer lists and customers (including, but not limited to, customers of the Client on whom Service Provider called or with whom Service Provider became acquainted during the Term of his performance of the Services), markets, finances or other business information disclosed by the Client either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information does not include information which: (a) is known to the Service Provider at the time of disclosure to the Service Provider by the Client as evidenced by written records of the Service Provider, (b) has become publicly known and made generally available through no wrongful act of the Service Provider, or (c) has been rightfully received by the Service Provider from a third party who is authorized to make such disclosure. Non-Use and Non-Disclosure. The Service Provider shall not, during or subsequent to the Term of this Agreement: (i) use the Client's Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Client, or (ii) disclose the Client's Confidential Information to any third party. It is understood that said Confidential Information is and will remain the sole property of the Client. The Service Provider shall take all commercially reasonable precautions to prevent any unauthorized use or disclosure of such Confidential Information. The Service Provider, his/her servants, agents, and employees shall not use, disseminate or distribute to any Person, firm or entity, incorporate, reproduce, modify, reverse engineer, decompile or network any Confidential Information, or any portion thereof, for any purpose, commercial, personal, or otherwise, except as expressly authorized in writing by the Manager then appointed by the Client. Upon completion of the Services, or termination of this Agreement, or at any time thereafter, the Service Provider and his/her servants, agents, and employees shall promptly return to the Client, or upon the request of the Client shall destroy or delete, all such tangible and intangible Confidential Information, including, but not limited to, any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by the Service Provider pursuant to his/her performance of the Services or otherwise belonging to the Client. If requested by the Client, upon the termination or expiration of this Agreement with the Client, the Service Provider agrees to and shall execute and deliver a termination certification attesting to the performance of the terms and conditions of this Section 7.2, which may be provided by the Client in its sole discretion and timing. NON-COMPETITION AND NON-SOLICITATION The Service Provider shall not, directly or indirectly, engage in soliciting of the existing or potential customers of the Client. It shall also not market its own services to the existing or potential customers of the Client. The Service Provider hereby further covenants and agrees that during the Term of this Agreement, and for a period of [NUMBER OF YEARS] years following the termination of this Agreement, the Service Provider shall not, for whatever reason, either individually or in partnership or jointly or in conjunction with any Person as a Service Provider, agent, employee, shareholder, owner, investor, partner or in any other manner whatsoever, directly or indirectly, carry on or be engaged in or be concerned with or interested in, or advise, lend money to, guarantee the debts or obligations of or permit its name or any part thereof to be used or employed by any Person engaged in or concerned with or interested in a business similar to that of the Client, nor shall it hold in stock or solicit or be directly engaged or interested in soliciting orders for any services similar to or competitive with the Services being rendered within the Territory to the existing or potential customers of the Client. The Service Provider acknowledges that the restrictions contained in Section 8.1 are reasonable and valid and necessary for the protection of the business and operations of the Client and that any breach of the provisions will cause the Client substantial and irreparable harm which may not be adequately compensated for by monetary award of damages to the Client","Client Service Agreement","9","https://templates.business-in-a-box.com/imgs/1000px/client-service-agreement-D13255.png","https://templates.business-in-a-box.com/imgs/250px/13255.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13255.xml",{"title":167,"description":6},"client service agreement",[169,172],{"label":170,"url":171},"Human Resources","human-resources",{"label":173,"url":174},"Company Policies","company-policies","service level agreement","/template/service-level-agreement-D13255",false,{"seo":179,"reviewer":192,"quick_facts":196,"at_a_glance":199,"personas":203,"variants":228,"glossary":256,"clauses":290,"how_to_fill":341,"common_mistakes":382,"faqs":407,"industries":435,"comparisons":452,"diy_vs_lawyer":464,"jurisdictions":477,"related_template_ids_curated":498,"schema":506,"classification":507},{"meta_title":180,"meta_description":181,"primary_keyword":182,"secondary_keywords":183},"Software Development & Consulting Services Agreement Template (Free Word)","Free software development and consulting services agreement template. Covers scope, deliverables, IP ownership, payment, confidentiality, and termination. Free Word and PDF download.","software development and consulting services agreement",[184,185,186,187,188,189,190,191],"software development agreement template","software consulting agreement template","software development contract template","it consulting services agreement","software development agreement template word","software development contract free","consulting services agreement template","software development agreement template free",{"name":193,"credential":194,"reviewed_date":195},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":197,"legal_review_recommended":198,"signature_required":198},"advanced",true,{"what_it_is":200,"when_you_need_it":201,"whats_inside":202},"A Software Development and Consulting Services Agreement is a legally binding contract between a client and a developer or IT consultant that defines the scope of work, deliverables, payment structure, IP ownership, confidentiality, and termination rights. This free Word download gives you a structured, attorney-informed starting point you can edit online and export as PDF before any development engagement begins.\n","Use it whenever you engage an external developer, development agency, or IT consultant to build, customize, or advise on software — whether for a fixed-price project, time-and-materials engagement, or ongoing retainer. It is equally necessary when you are the developer or consultant being hired and need enforceable protections around payment and IP.\n","Scope of work and deliverables, project timeline and milestones, payment terms and invoicing schedule, intellectual property assignment and licensing, confidentiality obligations, warranties and limitation of liability, change order procedures, and termination rights with post-termination obligations.\n",[204,208,212,216,220,224],{"title":205,"use_case":206,"icon_asset_id":207},"Startup founders","Commissioning a development agency to build an MVP before launch","persona-startup-founder",{"title":209,"use_case":210,"icon_asset_id":211},"Freelance developers and consultants","Protecting payment rights and IP contributions on client engagements","persona-freelancer",{"title":213,"use_case":214,"icon_asset_id":215},"Software development agencies","Standardizing contracts across all client projects and retainers","persona-agency",{"title":217,"use_case":218,"icon_asset_id":219},"IT managers and CTOs","Formalizing third-party development work alongside internal teams","persona-cto",{"title":221,"use_case":222,"icon_asset_id":223},"Small business owners","Hiring a developer to build or customize a web or mobile application","persona-small-business-owner",{"title":225,"use_case":226,"icon_asset_id":227},"Enterprise procurement teams","Onboarding external technology vendors for custom software projects","persona-operations-director",[229,232,236,240,244,248,252],{"situation":230,"recommended_template":87,"slug":231},"Hiring a solo freelance developer for a fixed-price project","independent-contractor-agreement-D160",{"situation":233,"recommended_template":234,"slug":235},"Engaging a consultant on an ongoing hourly or monthly retainer","Consulting Services Agreement","consulting-agreement-D12711",{"situation":237,"recommended_template":238,"slug":239},"Sharing sensitive technical information before signing a full contract","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":241,"recommended_template":242,"slug":243},"Licensing software you have already built to a client","Software License Agreement","software-license-agreement-D12928",{"situation":245,"recommended_template":246,"slug":247},"Subcontracting development work to another agency or developer","Subcontractor Agreement","subcontract-agreement-D172",{"situation":249,"recommended_template":250,"slug":251},"Defining a long-term managed services or SaaS support relationship","Managed Services Agreement","administrative-services-agreement-D850",{"situation":253,"recommended_template":254,"slug":255},"Issuing a statement of work under an existing master services agreement","Statement of Work","statement-of-work-D12981",[257,260,263,266,269,272,275,278,281,284,287],{"term":258,"definition":259},"Scope of Work","The documented list of tasks, features, and deliverables the developer or consultant is contracted to produce.",{"term":261,"definition":262},"Deliverable","A specific, measurable output — such as a working software module, technical specification, or deployed application — due by an agreed date.",{"term":264,"definition":265},"Milestone","A defined checkpoint in the project timeline at which a set of deliverables is reviewed and a corresponding payment is triggered.",{"term":267,"definition":268},"IP Assignment","A clause transferring ownership of all custom code, designs, and work product created under the contract from the developer to the client.",{"term":270,"definition":271},"Work for Hire","A US copyright doctrine under which work created by a contractor within the scope of a written agreement is owned by the commissioning party, not the creator.",{"term":273,"definition":274},"Time and Materials","A billing model in which the client pays for actual hours worked plus any approved direct expenses, rather than a fixed project price.",{"term":276,"definition":277},"Change Order","A written amendment to the original scope of work that documents new or modified requirements and adjusts the price and timeline accordingly.",{"term":279,"definition":280},"Limitation of Liability","A clause capping the maximum damages one party can recover from the other — typically set at the total fees paid under the contract.",{"term":282,"definition":283},"Acceptance Testing","A formal review process by which the client evaluates whether delivered software meets the agreed specifications before final payment is released.",{"term":285,"definition":286},"Warranty Period","A defined period after delivery during which the developer is obligated to fix defects or bugs at no additional charge.",{"term":288,"definition":289},"Indemnification","An obligation by one party to compensate the other for specific losses — commonly used to protect the client if the developer's code infringes a third-party patent or copyright.",[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 the developer or consulting firm as legal entities, states the nature of the engagement, and records the date the agreement takes effect.","This Software Development and Consulting Services Agreement ('Agreement') is entered into as of [DATE] between [CLIENT LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Client'), and [DEVELOPER/CONSULTANT LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Consultant').","Using trade names or personal names instead of registered legal entity names. If the contracting party doesn't match the entity that holds the bank account or corporate registration, enforcing payment obligations or IP assignment becomes complicated.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Scope of work and deliverables","Defines exactly what the consultant will build or deliver, referencing a detailed Statement of Work (SOW) attached as a schedule, including acceptance criteria for each deliverable.","Consultant shall provide the services and deliverables described in Schedule A (Statement of Work), attached hereto and incorporated by reference. Any services not expressly described in Schedule A require a written Change Order signed by both parties.","Embedding scope details directly in the contract body instead of a separate SOW schedule. When scope changes — and it always does — you need to amend only the SOW without reopening the main agreement.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Project timeline, milestones, and acceptance","Sets the project start date, key milestone dates, and the acceptance testing procedure the client uses to approve or reject each deliverable.","The project shall commence on [START DATE] and proceed according to the milestone schedule in Schedule B. Client shall have [10] business days to accept or reject each deliverable in writing. Deliverables not rejected within that period are deemed accepted.","No deemed-acceptance provision. Without it, a client who simply fails to respond can hold up milestone payments indefinitely, giving the developer no recourse.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Compensation, invoicing, and payment terms","States the total contract price or hourly rate, the invoicing schedule tied to milestones or time periods, and the payment due date and late-fee terms.","Client shall pay Consultant [FIXED FEE OF $X / at the rate of $X per hour], invoiced [upon milestone completion / monthly]. Invoices are due within [30] days of receipt. Balances unpaid after [30] days accrue interest at [1.5]% per month.","No late-payment interest clause. Without it, a developer has no financial lever to accelerate overdue payments short of suspending work or suing — both of which damage the relationship.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Intellectual property ownership and assignment","Assigns ownership of all custom-developed work product to the client upon full payment, while carving out the developer's pre-existing tools, libraries, and background IP.","Upon receipt of full payment, Consultant hereby irrevocably assigns to Client all right, title, and interest in and to the Deliverables, including all intellectual property rights therein. Consultant retains ownership of all Pre-Existing IP and grants Client a non-exclusive, perpetual license to use any Pre-Existing IP incorporated into the Deliverables.","No carve-out for pre-existing IP or open-source libraries. If the developer assigns 'all IP' without a background IP reservation, the client inadvertently claims ownership of reusable tools the developer needs for other clients — and the developer may be in breach of open-source licenses.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Confidentiality","Prohibits both parties from disclosing each other's non-public technical, business, and financial information during and after the engagement.","Each party agrees to hold the other's Confidential Information in strict confidence, not to disclose it to any third party without prior written consent, and to use it solely for the purposes of this Agreement. This obligation survives termination for [3] years.","A one-sided confidentiality clause that only protects the client. Developers share proprietary methodologies and tooling with clients — a mutual clause protects both parties and is more likely to be signed without negotiation.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Warranties and representations","States what each party promises about their qualifications, ownership of background IP, and the quality of the deliverables — including a defect-correction warranty period.","Consultant warrants that: (a) the Deliverables will conform to the specifications in Schedule A for [90] days after acceptance; (b) the Deliverables will not infringe any third-party IP rights; and (c) Consultant has the right to enter into this Agreement.","Omitting an IP non-infringement warranty. If the developer incorporates unlicensed code or a copyrighted library without disclosure, the client inherits the infringement risk. The warranty creates a contractual remedy and shifts indemnification obligation back to the developer.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Limitation of liability","Caps each party's total liability under the contract — typically at the total fees paid — and excludes consequential, indirect, and punitive damages.","In no event shall either party's aggregate liability exceed the total fees paid or payable by Client in the [12] months preceding the claim. Neither party shall be liable for indirect, incidental, consequential, or punitive damages, even if advised of the possibility of such damages.","No carve-outs for the limitation of liability. Courts and commercial practice typically exclude fraud, gross negligence, willful misconduct, and IP indemnification obligations from the liability cap — without explicit carve-outs, a developer could be shielded even for deliberate wrongdoing.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Change order procedure","Establishes a written process for requesting, pricing, and approving changes to the scope of work, preventing scope creep from expanding the project without additional compensation.","Either party may request changes to the scope by submitting a written Change Order Request. Consultant shall provide a written impact assessment within [5] business days. No change is effective until both parties sign a Change Order. Consultant is not obligated to perform unauthorized changes.","Verbal change approvals that are never documented. Scope creep is the single most common source of billing disputes on software projects — a formal written change order process is the only reliable defense.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Termination and post-termination obligations","States the conditions under which either party may terminate — for cause immediately or for convenience with notice — and what happens to deliverables, data, and payment upon termination.","Either party may terminate for convenience with [30] days' written notice. Either party may terminate immediately for material breach not cured within [15] days of written notice. Upon termination, Client shall pay for all work performed to date; Consultant shall deliver all completed and in-progress work product.","No obligation on the developer to deliver in-progress work upon termination. Without it, a client who terminates for cause may have no practical way to recover partially built code or design assets, leaving the project stranded.",[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 of both the client and the developer or consulting firm, along with entity type, state or country of formation, and principal address.","Cross-check each party's name against their corporate registry or business license before execution — a mismatch creates enforcement problems later.",{"step":348,"title":349,"description":350,"tip":351},2,"Draft a detailed Statement of Work as Schedule A","List every feature, module, and deliverable with acceptance criteria specific enough to determine whether each item passes or fails review. Reference wireframes, technical specifications, or user stories by name and version.","Vague scope is the primary driver of billing disputes on software projects. If you cannot define done, you cannot enforce the contract.",{"step":353,"title":354,"description":355,"tip":356},3,"Set the milestone schedule and payment triggers","Break the project into 3–6 milestones with specific dates and payment amounts. Tie each payment directly to an accepted deliverable — not to calendar dates alone.","A kickoff deposit of 25–30% of the fixed fee before work begins protects the developer against client non-payment and gives the client a cost to recoup if the developer underperforms.",{"step":358,"title":359,"description":360,"tip":361},4,"Define the IP ownership and background IP carve-out","Confirm that all custom deliverables are assigned to the client upon full payment. List any developer-owned tools, frameworks, or libraries that will be incorporated, and grant the client a perpetual license to use them.","Have the developer disclose all open-source components at the time of contracting — GPL-licensed code in a commercial product can void proprietary IP claims.",{"step":363,"title":364,"description":365,"tip":366},5,"Set the liability cap and carve-outs","Enter the liability cap amount (typically the total contract value or 12 months of fees). Confirm that fraud, willful misconduct, IP indemnification, and confidentiality breaches are excluded from the cap.","For large engagements, consider requiring the developer to carry professional indemnity (errors and omissions) insurance and name the client as an additional insured.",{"step":368,"title":369,"description":370,"tip":371},6,"Complete the change order procedure","Specify the written format for change requests, the developer's turnaround time for impact assessments, and the signature requirement before any out-of-scope work begins.","Include a clause stating that work performed without a signed change order is at the developer's risk — this eliminates the 'I thought you approved it verbally' dispute pattern.",{"step":373,"title":374,"description":375,"tip":376},7,"Set termination notice periods and post-termination obligations","Enter notice periods for convenience termination (typically 15–30 days) and the cure period for material breach (typically 10–15 days). Confirm the developer's obligation to deliver all in-progress work product upon any termination.","Include a payment obligation for work completed to the termination date — without it, a client who terminates mid-project may refuse to pay for partially completed work the developer can no longer use.",{"step":378,"title":379,"description":380,"tip":381},8,"Execute before any work begins","Both parties must sign the agreement and any attached SOW before the developer writes a single line of code. Post-start execution weakens IP assignment and change-order protections.","Use a dated e-signature platform to create a timestamped execution record. Store the fully signed agreement alongside the final SOW in a shared secure location both parties can access.",[383,387,391,395,399,403],{"mistake":384,"why_it_matters":385,"fix":386},"Starting work without a signed agreement","IP created before a written assignment clause is signed may legally remain with the developer under US and UK copyright law, regardless of subsequent agreements. The client risks losing ownership of the work they paid for.","Execute the agreement and attached SOW before any work begins. If circumstances require starting early, sign a short interim agreement covering IP assignment and payment while the full contract is finalized.",{"mistake":388,"why_it_matters":389,"fix":390},"Defining scope in the contract body instead of a separate SOW","When scope inevitably evolves, amending the main contract body requires both parties to re-execute the entire agreement, creating version-control problems and renegotiation friction.","Move all deliverable details, acceptance criteria, and timelines to a Schedule A Statement of Work. Amend only the SOW when scope changes, leaving the main contract intact.",{"mistake":392,"why_it_matters":393,"fix":394},"No background IP carve-out for the developer","A blanket IP assignment clause without a pre-existing IP reservation may give the client a claim over the developer's reusable frameworks, open-source contributions, or internal tools — and may constitute a breach of open-source licenses.","List all pre-existing tools, libraries, and frameworks in a schedule. Grant the client a perpetual, non-exclusive license to use them as incorporated into the deliverables, while the developer retains ownership.",{"mistake":396,"why_it_matters":397,"fix":398},"Omitting a formal change order procedure","Verbal or email-only scope changes are the leading cause of payment disputes on software projects. Without a signed change order process, developers absorb unpaid work and clients dispute final invoices.","Require all scope changes to be documented in a written change order signed by both parties before work begins. Include a clause stating that out-of-scope work performed without a signed change order is uncompensated.",{"mistake":400,"why_it_matters":401,"fix":402},"No deemed-acceptance clause for deliverables","Without a deadline for the client to accept or reject a deliverable, the client can delay acceptance indefinitely, blocking milestone payments and stalling the project without any contractual consequence.","Include a deemed-acceptance clause: if the client does not accept or reject a deliverable in writing within a specified period (typically 10 business days), the deliverable is automatically deemed accepted.",{"mistake":404,"why_it_matters":405,"fix":406},"Applying a blanket liability cap without fraud or IP carve-outs","A liability cap with no exceptions can shield a developer who deliberately infringes third-party IP or commits fraud — leaving the client with no practical legal remedy beyond the capped amount.","Carve out fraud, willful misconduct, gross negligence, IP indemnification obligations, and confidentiality breaches from the limitation of liability clause. These carve-outs are standard commercial practice and rarely contested.",[408,411,414,417,420,423,426,429,432],{"question":409,"answer":410},"What is a software development and consulting services agreement?","A software development and consulting services agreement is a legally binding contract between a client and an external developer or IT consultant that governs a software project or advisory engagement. It defines the scope of work, deliverables, project milestones, payment schedule, IP ownership, confidentiality obligations, warranties, and termination rights. It is the primary document that determines who owns the code and what happens when things go wrong.\n",{"question":412,"answer":413},"Who owns the intellectual property in a software development contract?","IP ownership depends entirely on what the contract says. Without an explicit written IP assignment, the developer typically retains copyright under US and UK law, even if the client paid for the work. A properly drafted agreement assigns all custom deliverables to the client upon full payment, while preserving the developer's ownership of pre-existing tools and open-source components through a background IP carve-out and license grant.\n",{"question":415,"answer":416},"What is the difference between a fixed-price and time-and-materials contract?","A fixed-price contract sets a total fee for a defined scope of work — the developer bears the risk if the project takes longer than estimated. A time-and-materials contract bills the client for actual hours worked and approved expenses — the client bears the risk of scope expansion. Most agreements use fixed pricing for well-defined phases and time-and-materials for ongoing consulting, change orders, or exploratory work.\n",{"question":418,"answer":419},"Do I need a separate NDA if I have a confidentiality clause in the agreement?","Not necessarily. A well-drafted confidentiality clause within the services agreement provides the same legal protection as a standalone NDA for the duration of the engagement and a defined post-termination period. A separate NDA is useful when you need to share sensitive information during pre-contract discussions — before the services agreement is signed. Once the main agreement is executed, its confidentiality clause governs.\n",{"question":421,"answer":422},"What should a Statement of Work include?","A complete SOW covers the project description and objectives, a detailed list of deliverables with acceptance criteria, the milestone schedule with due dates, the development environment and technical requirements, the testing and quality assurance approach, and any client responsibilities (content, APIs, access credentials). The more specific the SOW, the less room there is for scope disputes. Generic descriptions like \"build a web app\" are not sufficient.\n",{"question":424,"answer":425},"Is this agreement suitable for hiring an offshore or international developer?","The template provides a solid foundation for cross-border engagements, but the governing law and dispute resolution clauses require careful attention. Specify the jurisdiction whose law governs and the location and rules for any arbitration. Consider whether the chosen jurisdiction's courts have practical authority over a developer based abroad. For high-value international engagements, legal review is recommended to ensure enforceability in the developer's home country.\n",{"question":427,"answer":428},"What happens if the developer delivers work that doesn't meet the specifications?","The warranty clause requires the developer to correct defects at no charge during the warranty period — typically 60 to 90 days after acceptance. If the developer refuses or cannot fix a material defect, the client may terminate for cause, withhold milestone payments tied to that deliverable, and seek damages. Specific acceptance criteria in the SOW are essential — without them, determining whether a deliverable meets specifications becomes a subjective dispute.\n",{"question":430,"answer":431},"Can the client terminate the agreement if the project is taking too long?","Yes, if the agreement includes a termination for convenience clause, the client can terminate with the required notice period — typically 15 to 30 days. Upon termination, the client is obligated to pay for all work performed to the termination date, and the developer must deliver all completed and in-progress work product. If the delay constitutes a material breach of the timeline provisions, the client may also have grounds to terminate for cause after giving the developer a written cure period.\n",{"question":433,"answer":434},"Do I need a lawyer to use this template?","For straightforward domestic engagements with a defined scope and a reputable developer, a high-quality template is often sufficient. Legal review is recommended when the project involves sensitive IP in a competitive market, the contract value exceeds $50,000, the developer is located in a different country, or the software will be used in a regulated industry such as healthcare or financial services. A 1–2 hour attorney review typically costs $300–$800 and is worthwhile for any engagement where the deliverables have material business value.\n",[436,440,444,448],{"industry":437,"icon_asset_id":438,"specifics":439},"SaaS / Technology","industry-saas","IP assignment for core product code is critical; background IP carve-outs must specifically address open-source dependencies and reusable framework components the developer uses across clients.",{"industry":441,"icon_asset_id":442,"specifics":443},"Financial Services","industry-fintech","Data security obligations, regulatory compliance requirements (PCI-DSS, SOC 2), and vendor risk management clauses are typically added alongside the standard services terms.",{"industry":445,"icon_asset_id":446,"specifics":447},"Healthcare / MedTech","industry-healthtech","HIPAA Business Associate Agreement requirements, audit rights, and FDA software development lifecycle compliance obligations must be addressed when the software handles protected health information.",{"industry":449,"icon_asset_id":450,"specifics":451},"E-commerce / Retail","industry-ecommerce","Payment gateway integration and PCI compliance obligations, performance SLAs for uptime and page-load speed, and seasonal delivery windows tied to peak trading periods are common additions.",[453,455,458,461],{"vs":87,"vs_template_id":231,"summary":454},"An independent contractor agreement establishes the working relationship and classification of a freelance developer but typically lacks detailed IP assignment, milestone-based payment structures, acceptance testing, and change order procedures. A software development agreement is purpose-built for technology projects where deliverable quality, IP ownership, and scope management are the primary risks. Use the contractor agreement for simple, short-term engagements; use this agreement for any project with defined deliverables and milestone payments.",{"vs":456,"vs_template_id":235,"summary":457},"Consulting Agreement","A general consulting agreement covers advisory and professional services but is not structured around software deliverables, acceptance testing, or code ownership. When the consultant's output is advice or strategy rather than working software, a consulting agreement suffices. When the output includes code, designs, or a deployed application, a software development agreement is required to properly assign IP and define acceptance criteria.",{"vs":254,"vs_template_id":459,"summary":460},"statement-of-work-D13254","A statement of work is a project-specific document that defines scope, deliverables, and timeline for a single engagement under a master services agreement. It is not a standalone contract — it relies on an MSA or services agreement for legal terms around IP, confidentiality, liability, and termination. Use a statement of work as a schedule attached to this agreement, not as a replacement for it.",{"vs":242,"vs_template_id":462,"summary":463},"","A software license agreement governs the ongoing use of software that already exists — granting usage rights without transferring ownership. A software development agreement governs the creation of new or custom software, including IP assignment upon completion. If you are buying a license to use an existing platform, you need a license agreement. If you are commissioning custom development, you need this agreement.",{"use_template":465,"template_plus_review":469,"custom_drafted":473},{"best_for":466,"cost":467,"time":468},"Domestic fixed-price or time-and-materials projects under $50,000 with a reputable developer and a clearly defined scope","Free","30–60 minutes",{"best_for":470,"cost":471,"time":472},"Projects over $50,000, cross-border engagements, regulated industries, or sensitive IP in a competitive market","$300–$800","2–4 days",{"best_for":474,"cost":475,"time":476},"Enterprise software development, multi-party platform builds, heavily regulated sectors, or agreements requiring custom SLAs and indemnification structures","$2,000–$8,000+","1–3 weeks",[478,483,488,493],{"code":479,"name":480,"flag_asset_id":481,"note":482},"us","United States","flag-us","IP ownership defaults to the creator under US copyright law unless a written assignment or work-for-hire agreement exists. The work-for-hire doctrine applies to contractor-created software only when there is a written agreement designating it as such in one of the nine statutory categories — custom software typically does not qualify automatically, making an explicit assignment clause essential. Non-compete and non-solicit clauses in independent contractor agreements are subject to significant state-by-state variation; California effectively bans them.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"ca","Canada","flag-ca","Canadian copyright law vests ownership in the creator by default for independent contractors — unlike employees, whose work product is typically owned by the employer. A written IP assignment is required to transfer ownership to the client. Quebec-based developers may require French-language contracts for provincially regulated matters. Non-compete restrictions in contractor agreements are enforceable only if reasonable in scope, duration, and geography.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"uk","United Kingdom","flag-uk","Under the Copyright, Designs and Patents Act 1988, IP created by an independent contractor belongs to the contractor unless a written assignment transfers it. The IR35 rules may reclassify a contractor as a deemed employee for tax purposes if the working relationship resembles employment — this affects tax obligations but does not automatically transfer IP. A clear written assignment clause is essential for any UK software development engagement.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"eu","European Union","flag-eu","IP ownership rules vary by member state, but most EU jurisdictions vest copyright in the creator for independent contractors, requiring a written assignment for client ownership. GDPR obligations apply when the developer processes personal data on behalf of the client — a Data Processing Agreement (DPA) must be executed alongside the services agreement. Non-compete clauses for contractors are generally enforceable if limited in time and scope, but Germany, France, and the Netherlands each impose specific requirements.",[231,235,239,255,247,499,500,501,502,503,504,505],"service-level-agreement-D13255","intellectual-property-assignment-D5229","change-order-D13613","master-service-agreement-D12657","software-maintenance-agreement-D805","project-proposal-D12678","sales-invoice-D383",{"emit_how_to":198,"emit_defined_term":198},{"primary_folder":111,"secondary_folder":508,"document_type":509,"industry":510,"business_stage":511,"tags":512,"confidence":518},"services-and-consulting","agreement","software-and-technology","all-stages",[513,514,515,516,517],"contract","software-development","consulting-services","ip-ownership","scope-of-work",0.95,"\u003Ch2>What is a Software Development and Consulting Services Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Software Development and Consulting Services Agreement\u003C/strong> is a legally binding contract between a client and an external developer or IT consulting firm that governs the creation, delivery, and ownership of custom software or technology advisory services. It defines the scope of work and acceptance criteria for each deliverable, establishes the milestone-based payment schedule, assigns intellectual property ownership to the client upon full payment while protecting the developer's pre-existing tools, and sets out the confidentiality, warranty, liability, and termination terms that apply throughout the engagement. Unlike a general contractor agreement, this document is purpose-built for technology projects where IP ownership, scope creep, and deliverable quality are the primary legal and commercial risks.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed software development agreement in place before work begins, you have no enforceable claim to the code that gets written. Under US, UK, and Canadian copyright law, IP created by an independent contractor belongs to the developer by default — not the client who paid for it. The absence of a formal agreement also leaves you exposed to scope disputes, refused milestone payments, and a stranded project if the developer disappears mid-build with no contractual obligation to hand over work in progress. For the developer, working without a contract means no enforceable payment terms, no protection against unlimited scope expansion, and no clear limit on liability if the software has defects. This template closes all of those gaps in under an hour, giving both parties a clear written record of what was agreed before anyone writes a line of code.\u003C/p>\n",1781186034631]