[{"data":1,"prerenderedAt":520},["ShallowReactive",2],{"document-software-development-and-license-agreement-D801":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":24,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":174,"customdescription":24,"mdFm":175,"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 AND LICENSE AGREEMENT This Software Development and License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [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] AND: [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: [COMPLETE ADDRESS] WHEREAS: The Company is engaged in information technology consulting, software development, marketing, licensing and support of certain software; Customer has requested Company to custom develop and license to Customer certain software which shall have the capabilities and functions described in Schedule [SPECIFY] annexed hereto; Company is prepared to undertake such development under the terms and conditions specified in this Agreement and for the charges specified in Schedule \"B\"; IN CONSIDERATION of the premises and mutual covenants herein set forth and provided for, the parties covenant and agree as follows: DEFINITIONS The following words and terms shall have the following meanings when used herein and such definitions shall apply to both the singular and plural forms of any such words and terms: \"Acceptance Date\" means the date on which the Software has passed all acceptance tests in accordance with the provisions of [SPECIFY] or has otherwise been accepted by the Customer under clause [SPECIFY]. \"Agreement\" means this agreement including all schedules. \"Business Day\" means each of Monday, Tuesday, Wednesday, Thursday and Friday except where any such day occurs on any federal or provincial statutory holiday observed in the Province of [SPECIFY]'. \"Charges\" means the License Fee to be paid by Customer to Company as set out in Schedule \"B\" together with reimbursement to Company of all out-of-pocket expenses (including, but not limited to, travel, accommodation, long distance, courier and facsimile charges) plus any and all applicable federal, provincial and municipal taxes presently or hereafter imposed upon any and all such amounts. \"Commencement Date\" means the date of execution of this Agreement by the Parties. \"Detailed Specifications\" has the meaning given in [SPECIFY] includes any amended Detailed Specifications referred to in that clause. \"Functional Specifications\" means those capabilities and functions to be met by the Software and which are described in Schedule [SPECIFY]. \"Hardware\" means the central processing unit and accompanying operating system set out in Schedule [SPECIFY] and which is to be utilized by Customer for operation of the Software. \"Implementation Schedule\" means the schedule of events leading to the implementation of the Software upon the Hardware, attached as Schedule [SPECIFY]. \"Licensed Materials\" means the Detailed Specifications, the Software and the System Documentation. \"Licensed Software\" means those software programs conforming to the Functional Specifications to be developed by Company and licensed to Customer pursuant to the terms and conditions of this Agreement. \"Party\" or \"Parties\" means either Company or Customer if used in the singular and both Company and Customer if used in the plural. \"System Documentation\" means all documents, flowcharts, printout specifications, file specifications, test data, screen layouts, data dictionaries, report layouts and all manuals which collectively contain a complete description and definition of all operating conditions of the Licensed Software, together with the source code listings of the Licensed Software and all operating and technical reference manuals describing the operation and management of the Licensed Software. DEVELOPMENT OF DETAILED SPECIFICATIONS On the Commencement Date, Company will commence preparation of detailed Licensed Software design specifications and acceptance test criteria (the \"Detailed Specifications\"). The Detailed Specifications shall be prepared in accordance with and shall be consistent with the Functional Specifications. The Detailed Specifications shall be delivered to the Customer for approval, within [NUMBER] Business Days of the Commencement Date. Upon delivery of the Detailed Specifications to the Customer, the Customer shall have [NUMBER] Business Days to approve the Detailed Specifications, to reject that portion of the Detailed Specifications dealing with acceptance test criteria, to reject the Detailed Specifications as a whole (specifying in reasonable detail the manner in which the Detailed Specifications are not in accordance with the Functional Specifications or the requirements of this Agreement), or to request specific clarifications, additions or modifications to the Detailed Specifications. Such approval, disapproval or request shall be given in writing within the time period aforesaid, and if not so given, the Customer shall be deemed to have accepted the Detailed Specifications. If the Detailed Specifications are rejected in whole or in part by the Customer, or if the Customer requests specific clarification, additions or modifications to the Detailed Specifications, then Company shall have a further period of [NUMBER] Business Days, or such longer period of time as the Parties may in writing agree upon, in which to deliver to the Customer amended Detailed Specifications, for approval. Upon delivery of such amended Detailed Specifications to the Customer, the Customer shall have [NUMBER] Business Days to approve the Detailed Specifications, to reject that portion of the Detailed Specifications dealing with acceptance test criteria or to reject the Detailed Specifications as a whole, specifying in reasonable detail the manner in which the Detailed Specifications are not in accordance with the Functional Specifications or the requirements of this Agreement. Such approval or disapproval shall be given in writing within the time period aforesaid, and if not so given, the Customer shall be deemed to have accepted the Detailed Specifications. If the Customer accepts or is deemed to have accepted the Detailed Specifications, or if the Customer has rejected only that portion of the amended Detailed Specifications which deals with acceptance test criteria, then the Detailed Specifications (other than such rejected part) shall be deemed to be incorporated into and shall form a part of the Functional Specifications. If there is a conflict between the Detailed Specifications as incorporated and the Functional Specifications prior to such incorporation, then the Detailed Specifications shall govern. If the Customer rejects that portion of the amended Detailed Specifications dealing with acceptance test criteria, then the Customer shall be solely responsible at its own expense for developing Licensed Software acceptance test criteria for use as provided in clause 4. If the Customer rejects the amended Detailed Specifications as a whole, or if Company fails to deliver the Detailed Specifications to the Customer within [NUMBER] Business Days of the Commencement Date, or fails to deliver the amended Detailed Specifications to the Customer as provided in clause 2(3), then the Customer may terminate its obligations under this Agreement, in accordance with the provisions of clause 6. DEVELOPMENT OF LICENSED SOFTWARE Following acceptance by the Customer of the Detailed Specifications, Company shall proceed with the coding and debugging of the Licensed Software and the development of the System Documentation, all in accordance with the Implementation Schedule. In connection therewith, Company shall provide the services of such personnel as may be necessary in order to efficiently complete the foregoing. The Licensed Software will be coded primarily in [SPECIFY] using such techniques, standards and conventions as have been developed by Company",null,"Software Development and License Agreement","12",86,"doc","https://templates.business-in-a-box.com/imgs/1000px/software-development-and-license-agreement-D801.png","https://templates.business-in-a-box.com/imgs/250px/801.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#801.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":17,"url":18},"software development license agreement","Software Development and License Agreement Template","https://templates.business-in-a-box.com/imgs/400px/801.png","https://templates.business-in-a-box.com/imgs/600px/801.png","\u003Ch4>Securing Software Rights with a Software License Agreement\u003C/h4>\n\u003Cp>In the rapidly evolving world of technology, protecting intellectual property and defining the terms of software use are critical for both developers and users. A Software License Agreement is a key document that formalizes the relationship between a software developer (or licensor) and the user (or licensee), outlining the terms and conditions under which the software can be used. This agreement ensures that both parties clearly understand their rights and obligations, fostering a cooperative and compliant usage environment.\u003C/p>\n\u003Cp>A Software License Agreement is essential for defining the parameters of software usage, including the scope of the license, payment terms, restrictions, and intellectual property rights. It provides a legal framework that supports the software's secure and efficient deployment, ensuring that the rights of the developer are protected and the needs of the user are met.\u003C/p>\n\u003Ch5>What is a Software License Agreement Template?\u003C/h5>\n\u003Cp>A Software License Agreement template is a comprehensive guide for drafting detailed agreements that govern the use of the software. It ensures that all critical elements are addressed, including licensing terms, usage restrictions, payment, and dispute resolution mechanisms. Utilizing a template streamlines the creation process, ensuring consistency and thoroughness while allowing for customization to fit the specific needs and requirements of the parties involved.\u003C/p>\n\u003Ch5>Key Elements of a Software License Agreement\u003C/h5>\n\u003Cp>A robust Software License Agreement should thoroughly address the following key elements:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Identification of Parties\u003C/strong> - Clearly identifies the licensor and licensee involved in the agreement and their respective roles.\u003C/li>\n\u003Cli>\u003Cstrong>Grant of License\u003C/strong> - Defines the scope of the license granted, including whether it is exclusive or non-exclusive and any limitations on use.\u003C/li>\n\u003Cli>\u003Cstrong>License Fee and Payment Terms\u003C/strong> - Details the payment structure, including license fees, payment terms, and any applicable taxes or additional costs.\u003C/li>\n\u003Cli>\u003Cstrong>Permitted Use\u003C/strong> - Specifies the authorized uses of the software, including any restrictions on copying, modification, or distribution.\u003C/li>\n\u003Cli>\u003Cstrong>Intellectual Property Rights\u003C/strong> - Confirms that the licensor retains ownership of the software and all associated intellectual property rights.\u003C/li>\n\u003Cli>\u003Cstrong>Confidentiality\u003C/strong> - Includes provisions for the protection of any confidential information exchanged between the parties during the term of the agreement.\u003C/li>\n\u003Cli>\u003Cstrong>Support and Maintenance\u003C/strong> - Outlines any support and maintenance services provided by the licensor, including response times and service levels.\u003C/li>\n\u003Cli>\u003Cstrong>Warranties and Disclaimers\u003C/strong> - Details any warranties provided by the licensor and includes disclaimers to limit liability for certain types of damages.\u003C/li>\n\u003Cli>\u003Cstrong>Termination\u003C/strong> - Defines the conditions under which the agreement can be terminated by either party, including notice requirements and post-termination obligations.\u003C/li>\n\u003Cli>\u003Cstrong>Dispute Resolution\u003C/strong> - Outlines the mechanisms for resolving disputes, typically through mediation or arbitration, to avoid litigation and maintain a cooperative relationship.\u003C/li>\n\u003C/ul>\n\u003Ch5>Supporting Documents for Structuring a Software License Agreement\u003C/h5>\n\u003Cp>To enhance the functionality and comprehensiveness of a Software License Agreement, integrating the following supporting documents is advisable:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/end-user-license-agreement-D13011/\">End-User License Agreement (EULA)\u003C/a>\u003C/strong> - Provides the terms and conditions for end-users, ensuring that all users comply with the software usage guidelines.\u003C/li>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/service-level-agreement-D778/\">Service Level Agreement (SLA)\u003C/a>\u003C/strong> - Specifies the performance standards and expectations for any support or maintenance services provided, ensuring accountability and reliability.\u003C/li>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/non-disclosure-agreement-nda-D12692/\">Non-Disclosure Agreement (NDA)\u003C/a>\u003C/strong> - Protects confidential information exchanged between the licensor and licensee during the course of the agreement.\u003C/li>\n\u003C/ul>\n\u003Ch5>Why Employ a Detailed Template for a Software License Agreement?\u003C/h5>\n\u003Cp>Utilizing a detailed template for drafting your Software License Agreement offers significant benefits:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Clarity and Precision\u003C/strong> - Ensures that all necessary information is clearly presented, reducing the likelihood of misunderstandings or miscommunications.\u003C/li>\n\u003Cli>\u003Cstrong>Professionalism\u003C/strong> - Projects a professional image, demonstrating to business partners and users that you are organized and thorough in your approach.\u003C/li>\n\u003Cli>\u003Cstrong>Efficiency\u003C/strong> - Streamlines the agreement preparation process, saving time and resources that can be better allocated to strategic initiatives.\u003C/li>\n\u003Cli>\u003Cstrong>Risk Mitigation\u003C/strong> - Reduces potential legal disputes by clearly defining roles, responsibilities, and usage restrictions.\u003C/li>\n\u003Cli>\u003Cstrong>Compliance\u003C/strong> - Ensures that the agreement adheres to legal and regulatory requirements, reducing the risk of non-compliance and potential legal issues.\u003C/li>\n\u003C/ul>\n\u003Cp>Adopting a comprehensive Software License Agreement is essential for protecting intellectual property and ensuring compliant and efficient software usage. It provides a clear, enforceable framework that aligns the parties with their mutual goals, ensuring that the software is used appropriately and remains secure. This fundamental document facilitates operational efficacy and solidifies the commitment to protecting software assets and fostering strategic growth.\u003C/p>\n\u003Cp>Updated in May 2024\u003C/p>\n",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Legal Agreements","/templates/business-legal-agreements/",{"label":35,"url":36},"Development Agreements","/templates/development-agreements/",[38,42,46,50,54,58,62,66,70,74,78,82,86,99,113,128,143,158],{"label":39,"url":40,"thumb":41,"extension":10},"Software License Agreement","/template/software-license-agreement-D12928","https://templates.business-in-a-box.com/imgs/250px/12928.png",{"label":43,"url":44,"thumb":45,"extension":10},"SaaS Software License Agreement","/template/saas-software-license-agreement-D12860","https://templates.business-in-a-box.com/imgs/250px/12860.png",{"label":47,"url":48,"thumb":49,"extension":10},"Multimedia Development and License Agreement","/template/multimedia-development-and-license-agreement-D5175","https://templates.business-in-a-box.com/imgs/250px/5175.png",{"label":51,"url":52,"thumb":53,"extension":10},"Custom Software Development Agreement","/template/custom-software-development-agreement-D787","https://templates.business-in-a-box.com/imgs/250px/787.png",{"label":55,"url":56,"thumb":57,"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":59,"url":60,"thumb":61,"extension":10},"Trial Software License Agreement","/template/trial-software-license-agreement-D815","https://templates.business-in-a-box.com/imgs/250px/815.png",{"label":63,"url":64,"thumb":65,"extension":10},"Software Development and Consulting Services Agreement","/template/software-development-and-consulting-services-agreement-D800","https://templates.business-in-a-box.com/imgs/250px/800.png",{"label":67,"url":68,"thumb":69,"extension":10},"Licensee Oriented Software License Agreement","/template/licensee-oriented-software-license-agreement-D794","https://templates.business-in-a-box.com/imgs/250px/794.png",{"label":71,"url":72,"thumb":73,"extension":10},"Licensor Oriented Software License Agreement","/template/licensor-oriented-software-license-agreement-D795","https://templates.business-in-a-box.com/imgs/250px/795.png",{"label":75,"url":76,"thumb":77,"extension":10},"Trademark License Agreement For Software","/template/trademark-license-agreement-for-software-D766","https://templates.business-in-a-box.com/imgs/250px/766.png",{"label":79,"url":80,"thumb":81,"extension":10},"End-User Software License Agreement","/template/end-user-software-license-agreement-D791","https://templates.business-in-a-box.com/imgs/250px/791.png",{"label":83,"url":84,"thumb":85,"extension":10},"Vendor-Oriented Software License Agreement","/template/vendor-oriented-software-license-agreement-D816","https://templates.business-in-a-box.com/imgs/250px/816.png",{"description":87,"descriptionCustom":6,"label":63,"pages":88,"size":89,"extension":10,"preview":90,"thumb":65,"svgFrame":91,"seoMetadata":92,"parents":93,"keywords":97,"url":98},"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","14",91,"https://templates.business-in-a-box.com/imgs/1000px/software-development-and-consulting-services-agreement-D800.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#800.xml",{"title":6,"description":6},[94,96],{"label":17,"url":95},"software-technology-business",{"label":17,"url":95},"software development agreement","/template/software-development-agreement-D800",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":103,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":108,"keywords":111,"url":112},"SOFTWARE MAINTENANCE AGREEMENT This Software Maintenance Agreement (the Agreement\") is effective as of [DATE] (the \"Effective Date\"). BETWEEN: [Service Provider NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CLIENT NAME] (the \"Client\"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS This Agreement sets forth the terms and conditions under which Service Provider will provide Client with certain maintenance services on specified Service Provider premises (hereinafter referred to as the \"Service Provider Network Location(s)\" and identified in Exhibit A). The Client and Service Provider will hereinafter be referred to cumulatively as the \"Parties\" and singularly as the \"Party\". WHEREAS, Service Provider has created and implemented for Client certain software [SOFTWARE NAME] (hereinafter referred to as the \"Covered Software\" and identified in Exhibit B) pursuant to an agreement dated [DATE]; and WHEREAS, Service Provider has provided to Client certain software [SOFTWARE NAME] (hereinafter referred to as the \"Covered Software\" and identified in Exhibit B) pursuant to a software license agreement between the parties (the \"License Agreement\"); and NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: TERM AND TERMINATION The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE]. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the \"Effective Date\"). Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable. FINANCIAL PROVISIONS [TIME AND MATERIALS AGREEMENT] Service Provider shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"] for maintenance services outlined in this agreement. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Maintenance Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Maintenance Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Maintenance Plan. DESCRIPTION OF MAINTENANCE SERVICES A. Support Services During the term of this Agreement, Service Provider will provide the services described herein so as to maintain the Covered Software in good working order, keeping it free from material defects so that the Covered Software shall function properly and in accordance with the accepted level of performance as set forth in the License Agreement. (1) Service Response. Service Provider will make available to Client a telephone number [NUMBER] for Client to call requesting service of the Covered Software. The Support Center HOTLINE operates during business hours, [BUSINESS HOURS], Monday through Friday, excluding legal holidays. Extended coverage is available for an additional fee. The HOTLINE can also be used to notify Service Provider of problems associated with the Covered Software and related documentation. B. Remedial Support Upon receipt by Service Provider of notice from Client through the Support Center HOTLINE of an error, defect, malfunction or nonconformity in the Covered Software, Service Provider shall respond as provided below: Severity 1: Produces an emergency situation in which the Covered Software is inoperable, produces incorrect results, or fails catastrophically. RESPONSE: Service Provider will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 1 problem as soon as reasonably possible, but in any event a response via telephone will be provided within one [X] hour(s). Service Provider will continue to provide best efforts to resolve Severity 1 problems in less than forty-eight (48) hours. The resolution will be delivered to Client as a work-around or as an emergency software fix. If Service Provider delivers an acceptable work-around, the severity classification will drop to a Severity 2. Severity 2: Produces a detrimental situation in which performance (throughput or response) of the Covered Software degrades substantially under reasonable loads, such that there is a severe impact on use; the Covered Software is usable, but materially incomplete; one or more mainline functions or commands is inoperable; or the use is otherwise significantly impacted. RESPONSE: Service Provider will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 2 problem as soon as reasonable possible, but in any event a response via telephone will be provided within four (4) hours. Service Provider will exercise best efforts to resolve Severity 2 problems within five (5) days. The resolution will be delivered to Client in the same format as Severity 1 problems. If Service Provider delivers an acceptable work-around for a Severity 2 problem, the severity classification will drop to a Severity 3. Severity 3: Produces an inconvenient situation in which the Covered Software is usable, but does not provide a function in the most convenient or expeditious manner, and the user suffers little or no significant impact. RESPONSE: Service Provider will exercise best efforts to resolve Severity 3 problems in the next maintenance release. Severity 4: Produces a noticeable situation in which the use is affected in some way which is reasonably correctable by a documentation change or by a future, regular release from Service Provider. RESPONSE: Service Provider will provide, as agreed by the parties, a fix or fixes for Severity 4 problems in future maintenance releases. C. Maintenance Services During the term of this Agreement, Service Provider will maintain the Covered Software by providing software updates and enhancements to Client as the same are offered by Service Provider to its licensees of the Covered Software under maintenance generally (\"Updates\"). All software updates and enhancements provided to Client by Service Provider pursuant to the terms of this Agreement shall be subject to the terms and conditions of the License Agreement between the parties. Updates will be provided on an as-available basis and include the items listed below: (1) Bug fixes; (2) Enhancements to market data service software provided by Service Provider to keep current with changes in market data services or as Service Provider makes enhancements;","Software Maintenance Agreement","8",67,"https://templates.business-in-a-box.com/imgs/1000px/software-maintenance-agreement-D805.png","https://templates.business-in-a-box.com/imgs/250px/805.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#805.xml",{"title":6,"description":6},[109,110],{"label":17,"url":95},{"label":17,"url":95},"software maintenance agreement","/template/software-maintenance-agreement-D805",{"description":114,"descriptionCustom":6,"label":115,"pages":116,"size":117,"extension":10,"preview":118,"thumb":119,"svgFrame":120,"seoMetadata":121,"parents":123,"keywords":122,"url":127},"SAAS AGREEMENT This Software-as-a-Service Agreement (SaaS) (\"Agreement\") is made and effective the [DATE], BETWEEN: [COMPANY NAME], (the \"Customer\"), a corporation organized and existing under the laws of [STATE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME], (the \"Provider\"), a corporation organized and existing under the laws of [STATE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, The Customer is granted a license to use the Software, subject to a set of limitations and restrictions. WHEREAS, The Provider undertakes to provide high-performance Software while committing to comply with certain requirements relating to the maintenance of the Software. In consideration of the terms of this agreement, and other valuable consideration, the parties agree as follows: DEFINITION \"Administrator User\" means each Customer employee designated by Customer to serve as technical administrator of the SaaS Services on Customer's behalf. Each Administrator User must complete training and qualification requirements reasonably required by [PROVIDER NAME]. \"Confidential Information\" means any information disclosed by a party to the other party, directly or indirectly, which could be in orally or written (graphic, machine-readable or other tangible form], is marked as \"confidential\" or \"proprietary\". \"Host\" means the computer equipment on which the Software is installed, which is owned and operated by [PROVIDER NAME] or its subcontractors. \"Maintenance Services\" means the support and maintenance services provided by [PROVIDER NAME] to Customer pursuant to this SaaS Agreement. \"Software\" means the object code version of any Software to which Customer is provided access as part of the Service, including any updates or new versions. \"SaaS Services\" refer to the specific [PROVIDER NAME]'s internet-accessible service identified in a Schedule that provides use of [PROVIDER NAME]'s identity/access management Software that is hosted by [PROVIDER NAME] or its services provider and made available to Customer over a network on a term-use basis. SERVICE The Provider hereby grants the Customer, including all authorized users of the Customer, a non-exclusive, non-sublicensable, non-assignable, royalty-free, worldwide license to access and use the service (the \"Service\") solely for the internal business operations of the Customer in accordance with the terms of this Agreement and the Provider's online terms of use. TERM AND TERMINATION The term of this Agreement shall begin on the Effective Date and shall end [SPECIFY]. PAYMENT TERM [SPECIFY] is sold as a Software-as-a-Service (SaaS) and requires Clients to have a valid membership subscription. We accept payments with Credit Cards and Visa and Mastercard Debit Cards [OR SPECIFY]. Your subscription will renew automatically at the end of the subscription term unless you opt-out from automatic renewal or cancel your membership. You can update your payment method, manage your subscription, or cancel at any time by visiting the Billing page under your user account. By purchasing this software, you agreed to enroll in our automatic renewal service. This keeps your products up and running, automatically charging then-current renewal fees to your payment method on file, with no further action on your part. Account cancellation policy: Once a user submits a request for cancellation, no additional charges will be made. However, no refunds are provided upon cancellation. If you cancel before an upcoming renewal date, you will have access to your Account through the end of the then-current year. Cancellation of automatic renewal: Annual subscriptions purchased will renew automatically at the end of the term. Your credit card is charged at the end of each subscription period and a renewal confirmation notice is sent to the account administrator's email address. Notifications of upcoming renewal is sent to the account administrator's email address 30 days and 10 days before renewal. If the you wish to turn off the automated renewal, you can do so any time from your online account under My Account/Billing. Free trial: [COMPANY NAME] offers a free trial version for [SPECIFY]. We do not request credit card information when signing up to the free trial. The free trial allows anyone to view the whole content of the software. The free trial, however, does not allow you to Download, Export, Print or to Cut/Copy/Paste/Save. You need to purchase and activate the software in order to be able to fully download and use the product. Failed renewal & account suspension: If your credit card on file is closed or expired, or if for any reason, a charge is rejected, you will be requested to update your Billing Information and supply a new payment to keep your account active. If a charge is rejected, your access to the [COMPANY NAME] software will be suspended until you update your account information and the payment is successful. CUSTOMER'S RESPONSIBILITIES Customer shall provide commercially reasonable information and assistance to [PROVIDER NAME] to enable [PROVIDER NAME] to deliver the SaaS Services. Customer acknowledges that [PROVIDER NAME] 's ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that [PROVIDER NAME] exercises no control over the content of the information transmitted by Customer through the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, Software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights. Customer shall be solely responsible for the acts and omissions of its Administrator Users. [PROVIDER NAME] shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users. Subject to the terms and conditions of this SaaS Agreement, Customer shall grant to [PROVIDER NAME] a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the SaaS Services to Customer Customer shall: Notify [PROVIDER NAME] immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, Report to [PROVIDER NAME] immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer, and Not provide false identity information to gain access to or use the SaaS Services. Customer is solely responsible for collecting, in putting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not Include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or Contain anything that is obscene, defamatory, harassing, offensive or malicious. limitationS of the license The Hosted Services may only be used by the officers, employees, agents and subcontractors of the Customer; The Hosted Services may only be used by the named users identified The Hosted Services must not be used at any point in time by more than the number of concurrent users specified in section.","SaaS Agreement","7",513,"https://templates.business-in-a-box.com/imgs/1000px/saas-agreement-D12704.png","https://templates.business-in-a-box.com/imgs/250px/12704.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12704.xml",{"title":122,"description":6},"saas agreement",[124,126],{"label":32,"url":125},"business-legal-agreements",{"label":32,"url":125},"/template/saas-agreement-D12704",{"description":129,"descriptionCustom":6,"label":130,"pages":131,"size":132,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":137,"keywords":141,"url":142},"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},[138],{"label":139,"url":140},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":144,"descriptionCustom":6,"label":145,"pages":146,"size":117,"extension":10,"preview":147,"thumb":148,"svgFrame":149,"seoMetadata":150,"parents":152,"keywords":151,"url":157},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":151,"description":6},"non disclosure agreement nda",[153,154],{"label":32,"url":125},{"label":155,"url":156},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":159,"descriptionCustom":6,"label":160,"pages":116,"size":117,"extension":10,"preview":161,"thumb":162,"svgFrame":163,"seoMetadata":164,"parents":166,"keywords":165,"url":173},"WEBSITE DEVELOPMENT AGREEMENT This Website Development Agreement (the \"Agreement\") is made and effective this [DATE], BETWEEN: [CLIENT NAME] (the \"Client\"), an [individual/company] with its principal place of business located at: [YOUR COMPLETE ADDRESS] AND: [DEVELOPER NAME] (the \"Developer\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], [COUNTRY], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the Client desires to engage the Developer for the design and development of a website under the terms and conditions set forth herein; WHEREAS, the Developer agrees to provide such services to the Client in accordance with the terms and conditions of this Agreement; IT IS HEREBY AGREED THAT: SCOPE OF SERVICES 1.1 The Developer agrees to design and develop a website for the Client as described in Exhibit A. [Attach detailed project description and specifications.] 1.2 The Developer will provide the following services: a. Website design, including layout, graphics, and navigation. b. Website development, including coding and programming. c. Integration of any required third-party services or APIs. d. Testing and debugging of the website. e. Deployment of the website to the hosting environment specified by the Client. f. Providing documentation and training materials as needed. 1.3 Any additional services not specified in Exhibit A will be considered out-of-scope and will require a separate agreement or addendum. PROJECT TIMELINE 2.1 The Developer will commence work on the project on [START DATE] and will use reasonable efforts to complete the project by [END DATE]. 2.2 The Developer will provide the Client with a detailed project timeline, including key milestones and deliverable dates. 2.3 The Developer will keep the Client informed of the progress of the project and will promptly notify the Client of any delays or issues that may affect the project timeline. COMPENSATION 3.1 The Client agrees to pay the Developer a total fee of [TOTAL AMOUNT] for the services provided under this Agreement, payable as follows: a. [AMOUNT] upon signing of this Agreement. b. [AMOUNT] upon completion of [SPECIFIC MILESTONE]. c. [AMOUNT] upon final delivery and acceptance of the website. 3.2 The Developer will submit invoices to the Client in accordance with the payment schedule outlined above. 3.3 The Client agrees to pay each invoice within [NUMBER OF DAYS] days of receipt. 3.4 Late payments will incur a late fee of [LATE FEE AMOUNT] or [PERCENTAGE]% per month until paid in full. CLIENT RESPONSIBILITIES 4.1 The Client agrees to provide the Developer with all necessary content, materials, and information required for the development of the website. 4.2 The Client will designate a primary contact person who will be available to provide feedback, answer questions, and make decisions in a timely manner. 4.3 The Client agrees to review and provide feedback on deliverables within [NUMBER OF DAYS] days of receipt. CONFIDENTIALITY 5.1 The Developer agrees to maintain the confidentiality of all proprietary and confidential information of the Client, both during and after the term of this Agreement. 5.2 The Developer will not disclose any confidential information to third parties without prior written consent from the Client. 5.3 The obligations of confidentiality will survive the termination of this Agreement. INTELLECTUAL PROPERTY 6.1 Upon full payment of all fees due under this Agreement, the Developer will transfer to the Client all rights, title, and interest in and to the website, including any source code, graphics, and content created by the Developer. 6.2 The Developer retains the right to use any general knowledge, skills, and experience gained during the development of the website for other projects and clients. 6.3 The Client represents and warrants that it owns or has obtained the necessary licenses or permissions for any content provided to the Developer for inclusion in the website. WARRANTIES AND REPRESENTATIONS 7","Website Development Agreement","https://templates.business-in-a-box.com/imgs/1000px/website-development-agreement-D14084.png","https://templates.business-in-a-box.com/imgs/250px/14084.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#14084.xml",{"title":165,"description":6},"website development agreement",[167,170],{"label":168,"url":169},"Sales & Marketing","sales-marketing",{"label":171,"url":172},"Marketing Plan","marketing-plan","/template/website-development-agreement-D14084",true,{"seo":176,"reviewer":186,"quick_facts":190,"at_a_glance":192,"personas":196,"variants":221,"glossary":246,"clauses":283,"how_to_fill":334,"common_mistakes":375,"faqs":400,"industries":428,"comparisons":453,"diy_vs_lawyer":465,"jurisdictions":478,"related_template_ids_curated":499,"schema":506,"classification":507},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Software Development And License Agreement Template (Free Word)","Free software development and license agreement template. Covers IP ownership, deliverables, licensing terms, payment, and warranties. Used in 190+ countries. Free Word and PDF download.","software development and license agreement template",[181,182,183,184,185],"software development agreement template","software development contract template","software licensing agreement template word","software development contract free download","software development and license agreement template word",{"name":187,"credential":188,"reviewed_date":189},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":191,"legal_review_recommended":174,"signature_required":174},"advanced",{"what_it_is":193,"when_you_need_it":194,"whats_inside":195},"A Software Development and License Agreement is a legally binding contract between a software developer or development firm and a client that governs both the creation of custom software and the terms under which the client may use the resulting product. This free Word download covers deliverables, milestones, IP ownership, license scope, payment, warranties, and termination in a single document you can edit online and export as PDF.\n","Use it whenever a business commissions a developer or development firm to build custom software — a web application, SaaS platform, internal tool, or mobile app — and needs to establish who owns the code, how the client can use it, and what happens if the project goes off track.\n","Project scope and deliverables schedule, payment milestones and rates, IP assignment and license grant, confidentiality, warranties and representations, limitation of liability, termination conditions, and governing law. The agreement combines a development services contract and a software license into a single enforceable document.\n",[197,201,205,209,213,217],{"title":198,"use_case":199,"icon_asset_id":200},"Startup founders","Commissioning a development agency to build a first-version SaaS product","persona-startup-founder",{"title":202,"use_case":203,"icon_asset_id":204},"Software development agencies","Formalizing client engagements with IP, payment, and acceptance terms","persona-agency",{"title":206,"use_case":207,"icon_asset_id":208},"Enterprise IT managers","Engaging an external vendor to build proprietary internal tooling","persona-it-manager",{"title":210,"use_case":211,"icon_asset_id":212},"Freelance developers","Protecting deliverable scope and ensuring payment before transferring source code","persona-freelancer",{"title":214,"use_case":215,"icon_asset_id":216},"Product managers","Documenting development milestones and acceptance criteria before a project kicks off","persona-product-manager",{"title":218,"use_case":219,"icon_asset_id":220},"Legal and procurement teams","Standardizing software procurement contracts across vendor relationships","persona-legal-counsel",[222,225,228,232,236,240,243],{"situation":223,"recommended_template":39,"slug":224},"Licensing existing off-the-shelf software without any custom development","software-license-agreement-D12928",{"situation":226,"recommended_template":130,"slug":227},"Hiring a freelance developer as an independent contractor","independent-contractor-agreement-D160",{"situation":229,"recommended_template":230,"slug":231},"Engaging a developer on a fixed-scope, one-time project","Software Development Agreement","software-development-agreement-D800",{"situation":233,"recommended_template":234,"slug":235},"Sharing proprietary source code under defined access restrictions","Source Code Escrow Agreement","source-code-escrow-agreement-D806",{"situation":237,"recommended_template":238,"slug":239},"Protecting confidential project information before development begins","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":241,"recommended_template":101,"slug":242},"Providing ongoing software support and updates post-launch","software-maintenance-agreement-D805",{"situation":244,"recommended_template":115,"slug":245},"Commissioning a SaaS product to be delivered and hosted by the developer","saas-agreement-D12704",[247,250,253,256,259,262,265,268,271,274,277,280],{"term":248,"definition":249},"Deliverable","A specific, defined output the developer must produce — such as a feature, module, or version of the software — by an agreed date.",{"term":251,"definition":252},"IP Assignment","A clause transferring ownership of all code, designs, and work product created during development from the developer to the client.",{"term":254,"definition":255},"License Grant","The set of rights the licensor grants the licensee to use the software — specifying scope, exclusivity, territory, and duration.",{"term":257,"definition":258},"Acceptance Testing","A formal process by which the client verifies that delivered software meets the agreed functional specifications before final payment is released.",{"term":260,"definition":261},"Source Code","The human-readable programming instructions that make up the software, distinct from the compiled executable that end users run.",{"term":263,"definition":264},"Escrow","An arrangement where source code is held by a neutral third party and released to the client only if the developer fails to maintain the software or goes out of business.",{"term":266,"definition":267},"Milestone Payment","A payment installment tied to the completion and acceptance of a specific project phase rather than a calendar date.",{"term":269,"definition":270},"Warranty","A contractual promise by the developer that the software will perform as specified for a defined period after delivery.",{"term":272,"definition":273},"Limitation of Liability","A clause capping the maximum financial exposure either party faces under the contract — typically expressed as a multiple of fees paid.",{"term":275,"definition":276},"Background IP","Intellectual property a party owned before the engagement began, which remains that party's property regardless of what the contract assigns.",{"term":278,"definition":279},"Change Order","A written amendment to the original scope of work that documents additional features, revised timelines, or adjusted pricing.",{"term":281,"definition":282},"Perpetual License","A license that grants the right to use the software indefinitely, as opposed to a subscription or time-limited license.",[284,289,294,299,304,309,314,319,324,329],{"name":285,"plain_english":286,"sample_language":287,"common_mistake":288},"Parties, recitals, and definitions","Identifies the developer and the client as legal entities, explains the background and purpose of the agreement, and defines key terms used throughout the document.","This Software Development and License Agreement ('Agreement') is entered into as of [DATE] by and between [DEVELOPER LEGAL NAME], a [STATE] [ENTITY TYPE] ('Developer'), and [CLIENT LEGAL NAME], a [STATE] [ENTITY TYPE] ('Client').","Using trade names instead of registered legal entity names. If the contracting entity differs from the operating brand, IP ownership and enforcement become legally ambiguous.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Scope of work and deliverables","Describes exactly what the developer will build, organized into phases or milestones, with acceptance criteria for each deliverable.","Developer shall design, develop, and deliver the Software described in Exhibit A ('Scope of Work'). Deliverables and milestone dates are set out in the Project Schedule attached as Exhibit B.","Describing scope in vague business terms rather than technical specifications. 'A mobile app with user login' is not a specification — it is a concept. Ambiguous scope leads to scope creep and payment disputes.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Payment terms and milestone schedule","States the total contract value, payment structure — typically milestone-based installments — invoicing process, and late-payment consequences.","Client shall pay Developer a total fee of $[AMOUNT], payable in installments as follows: [X]% upon execution ($[AMOUNT]); [X]% upon delivery of Milestone 1 ($[AMOUNT]); [X]% upon final acceptance ($[AMOUNT]). Invoices are due within [30] days.","Back-loading payments so the developer receives the majority only at final acceptance. This creates a cash-flow crisis for developers on long engagements and incentivizes clients to delay acceptance indefinitely.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Intellectual property ownership and assignment","Determines who owns the finished software, source code, and related IP — the client, the developer, or both — and assigns rights accordingly.","Upon receipt of full payment, Developer hereby irrevocably assigns to Client all right, title, and interest in and to the Developed Software, including all copyrights, patents, trade secrets, and other IP rights therein.","No clear distinction between Background IP and Developed IP. If the developer uses pre-existing libraries or frameworks in the build, an unlimited assignment clause could inadvertently transfer IP the developer needs for other clients.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"License grant (for retained developer IP)","Where the developer retains ownership of Background IP or frameworks embedded in the software, this clause grants the client a license to use them as part of the delivered product.","To the extent the Software incorporates Developer's Background IP, Developer hereby grants Client a non-exclusive, irrevocable, royalty-free, perpetual license to use, modify, and distribute such Background IP solely as embedded in the Developed Software.","Omitting a license for Background IP entirely. Without it, a client who receives an IP assignment for the new code may still be unable to legally use the software because it depends on unlicensed third-party or developer-owned components.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Acceptance testing and change orders","Establishes a defined testing window for the client to verify each deliverable against the agreed specifications, and sets out the process for requesting and pricing scope changes.","Client shall have [14] business days following delivery of each Deliverable to accept or reject it in writing. Rejection must specify defects with reference to the Specifications. Any changes to Scope shall be documented in a Change Order signed by both parties.","No deemed-acceptance clause. If the client can reject indefinitely without specifying defects, the developer is exposed to unending revision cycles with no contractual endpoint.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Confidentiality","Prohibits both parties from disclosing the other's confidential information — source code, business data, technical architecture, and client data — during and after the engagement.","Each party agrees to hold in strict confidence all Confidential Information of the other party and not to disclose it to any third party or use it for any purpose other than performing this Agreement, for a period of [5] years following termination.","One-sided confidentiality that only protects the client. Developers share proprietary development methodologies and tooling with clients during engagements — mutual confidentiality is appropriate for both parties.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Warranties and representations","The developer warrants that the software will conform to specifications for a defined period, is free from material defects, and does not infringe third-party IP.","Developer warrants that for a period of [90] days following final acceptance ('Warranty Period'), the Software will perform materially in accordance with the Specifications. Developer further represents that the Software does not infringe any third-party intellectual property rights.","A warranty period of zero days — or none stated. Without a warranty period, clients have no contractual basis to require bug fixes after acceptance, even for defects that surface within days of launch.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Limitation of liability and indemnification","Caps each party's maximum financial exposure under the contract and specifies which party indemnifies the other for defined categories of loss — typically IP infringement and data breaches.","In no event shall either party's aggregate liability exceed the total fees paid by Client in the [12] months preceding the claim. Developer shall indemnify Client against any third-party claim alleging that the Software infringes a valid patent, copyright, or trade secret.","No cap on liability at all. Without a mutual cap, a contractor on a $50,000 project faces theoretically unlimited exposure for consequential losses if the software fails in production.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Termination, transition, and governing law","States the conditions under which either party may terminate — for cause, for convenience, or on insolvency — and sets out what deliverables, source code, and payments are exchanged on exit.","Either party may terminate this Agreement for cause upon [30] days' written notice if the other party materially breaches and fails to cure within that period. Upon termination, Developer shall deliver all completed work product to Client, and Client shall pay for work completed through the termination date. This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY].","No termination-for-convenience clause for the client. Projects get cancelled. Without a convenience termination right, a client locked into a failing engagement has no clean exit short of claiming breach — which is expensive and uncertain.",[335,340,345,350,355,360,365,370],{"step":336,"title":337,"description":338,"tip":339},1,"Enter the legal entity names and effective date","Use the full registered legal name of the development firm or freelancer and the client company — not brand names or DBA names. Enter the date both parties will sign.","Cross-reference the developer's corporate registry or W-9 to confirm the exact entity name before execution — mismatches complicate IP enforcement.",{"step":341,"title":342,"description":343,"tip":344},2,"Attach a detailed scope of work as Exhibit A","Write technical specifications for each feature and module — not business goals. Include wireframes, API requirements, tech stack, and any integrations. Reference this exhibit in the main agreement body.","The more specific Exhibit A is, the harder it is for either party to argue about what was or wasn't included. Screen-level user stories are better than paragraph descriptions.",{"step":346,"title":347,"description":348,"tip":349},3,"Set the milestone schedule and payment installments","Divide the project into 3–5 phases with defined deliverables and dates. Tie each payment installment to a milestone completion, not a calendar date. Enter amounts and due dates in the payment schedule.","Structure payments so the developer receives roughly equal installments across phases — 30/30/40 is common — to keep incentives aligned throughout the project.",{"step":351,"title":352,"description":353,"tip":354},4,"Decide IP ownership and draft the assignment clause","Determine whether the client will own the finished code outright (full assignment) or receive a license while the developer retains ownership. Enter the chosen structure and, if applicable, list all Background IP the developer is retaining.","If the developer uses open-source libraries, list them in an exhibit and confirm the licenses are compatible with the client's intended use — GPL code cannot be incorporated into proprietary commercial software without restrictions.",{"step":356,"title":357,"description":358,"tip":359},5,"Define the license grant for retained developer IP","If the developer retains any Background IP embedded in the software, complete the license grant clause with scope (exclusive or non-exclusive), territory, duration, and permitted uses.","Negotiate for a perpetual, irrevocable license to Background IP — a revocable license means the developer could shut down the client's software by withdrawing consent.",{"step":361,"title":362,"description":363,"tip":364},6,"Set the acceptance testing window and change-order process","Enter the number of business days the client has to test each deliverable (10–15 days is typical), the format for raising defects, and the process for requesting out-of-scope changes with pricing.","Include a deemed-acceptance provision: if the client does not respond within the testing window with specific written defects, the deliverable is deemed accepted and the milestone payment becomes due.",{"step":366,"title":367,"description":368,"tip":369},7,"Complete the warranty period and liability cap","Enter a post-acceptance warranty period (60–180 days is standard), specify what the warranty covers (material defects, spec conformance), and set the liability cap — typically total fees paid in the prior 12 months.","Carve out IP indemnification from the general liability cap — an uncapped IP indemnity protects the client from the most financially catastrophic risk at no material added cost to the developer.",{"step":371,"title":372,"description":373,"tip":374},8,"Specify governing law and sign before work begins","Choose the governing jurisdiction — typically where the client or developer is headquartered — and confirm dispute resolution method (arbitration or litigation). Both parties must sign before any development work starts.","Use Business in a Box eSign to timestamp execution and create an audit trail. A signed agreement before day one prevents disputes about which version of the scope was agreed.",[376,380,384,388,392,396],{"mistake":377,"why_it_matters":378,"fix":379},"Vague scope of work","Undefined scope leads to scope creep, payment disputes, and no contractual basis for either party to object when the project balloons in cost or timeline.","Attach a technical specification as Exhibit A that describes every feature to the level of user stories or screen-level wireframes, and include a change-order clause for anything outside it.",{"mistake":381,"why_it_matters":382,"fix":383},"No IP distinction between Background IP and Developed IP","An unlimited assignment clause can inadvertently transfer pre-existing developer tools, libraries, or frameworks — leaving the developer legally unable to use their own code on other projects.","List all Background IP the developer retains in a schedule, and grant the client a perpetual irrevocable license to use it as embedded in the delivered software.",{"mistake":385,"why_it_matters":386,"fix":387},"No deemed-acceptance provision","Without it, a client can reject deliverables indefinitely without specifying defects, trapping the developer in endless revision cycles with no contractual endpoint and no trigger for milestone payments.","Include a clause stating that if the client does not provide written rejection with specific defects within the testing window, the deliverable is deemed accepted and payment becomes due.",{"mistake":389,"why_it_matters":390,"fix":391},"Omitting a warranty period","Without a warranty period, the developer has no contractual obligation to fix defects that surface after acceptance — even bugs present at delivery that take days to manifest in production.","Include a 60–180 day post-acceptance warranty for material defects, with a defined remedy process (repair, replace, or refund).",{"mistake":393,"why_it_matters":394,"fix":395},"No termination-for-convenience clause","Projects get cancelled for business reasons unrelated to developer performance. Without a convenience exit, a client has no clean way out and may be forced to pay for work on a project it has abandoned.","Add a termination-for-convenience clause requiring the client to pay for all work completed through the termination date plus a defined kill fee — typically 10–20% of remaining fees.",{"mistake":397,"why_it_matters":398,"fix":399},"Signing after development has already begun","Any IP created before the agreement is signed may not be covered by the assignment clause, leaving ownership ambiguous for early code, prototypes, or design work.","Execute the agreement before any development work starts. If work has already begun, explicitly include a retroactive assignment covering all pre-execution work product in the agreement language.",[401,404,407,410,413,416,419,422,425],{"question":402,"answer":403},"What is a software development and license agreement?","A software development and license agreement is a contract that combines two distinct legal relationships into one document: it governs the creation of custom software (development services) and the terms under which the client may use the finished product (license). It covers deliverables, payment, IP ownership, acceptance testing, warranties, confidentiality, and termination — making it the primary legal framework for any custom software engagement.\n",{"question":405,"answer":406},"Who owns the software after a development project is completed?","Ownership depends entirely on what the contract says. If the agreement includes a full IP assignment, the client owns the finished code upon payment. If the developer retains ownership, the client receives only a license to use the software. Without a written agreement, default copyright rules in most jurisdictions assign ownership to the creator — meaning the developer owns the code even if the client paid for it. This makes a written IP clause non-negotiable.\n",{"question":408,"answer":409},"What is the difference between a software development agreement and a software license agreement?","A software development agreement covers the services side — what the developer will build, on what timeline, and for what payment. A software license agreement covers the usage side — what rights the client has to use the finished product. A software development and license agreement combines both into a single contract, which is appropriate when the same developer is both building and licensing the software to the client.\n",{"question":411,"answer":412},"What should a software development and license agreement include?","At minimum: legal entity names, a detailed scope of work by reference to a technical specification exhibit, milestone payment schedule, IP ownership and assignment or license grant, acceptance testing procedures, confidentiality, post-acceptance warranty period, limitation of liability, and termination conditions including what happens to source code and payment on exit. Missing any of these creates gaps that are expensive to litigate.\n",{"question":414,"answer":415},"What is Background IP and why does it matter?","Background IP is intellectual property — code libraries, frameworks, methodologies, or tools — that a developer owned before the engagement began. It matters because a full IP assignment clause would technically transfer ownership of Background IP to the client along with the new code, which could prevent the developer from using their own tools on other projects. The agreement should explicitly carve out Background IP from the assignment and grant the client a license to use it as embedded in the delivered software.\n",{"question":417,"answer":418},"What is a deemed-acceptance clause and why is it important?","A deemed-acceptance clause states that if the client does not formally reject a deliverable with written, specific defects within the acceptance testing window, the deliverable is automatically accepted and the corresponding milestone payment becomes due. Without this clause, clients can delay acceptance indefinitely — blocking milestone payments and exposing developers to open-ended revision obligations with no contractual endpoint.\n",{"question":420,"answer":421},"Does a software development contract need to be reviewed by a lawyer?","For straightforward domestic engagements below $25,000, a well-drafted template with a detailed scope exhibit is often sufficient. Legal review is advisable when the engagement exceeds $50,000, involves proprietary algorithms or sensitive data, spans multiple jurisdictions, or requires custom IP structures such as co-ownership or field-of-use restrictions. A 1–2 hour attorney review typically costs $300–$700 and is worthwhile for any engagement where IP ownership is commercially critical.\n",{"question":423,"answer":424},"What happens if the developer misses a milestone deadline?","The agreement should specify consequences for missed milestones — typically a defined cure period (10–15 business days) followed by the client's right to terminate for cause and recover payments made for undelivered work. Without explicit consequences, the client's only remedy is a general breach-of-contract claim, which requires proving damages and is costly to pursue. Include a cure period, a termination right, and a payment-recovery mechanism for incomplete milestones.\n",{"question":426,"answer":427},"Can a software license in this agreement be exclusive?","Yes, and exclusivity has significant commercial implications. An exclusive license prevents the developer from licensing the same software to any other client — which typically commands a premium price and may require ongoing royalties. A non-exclusive license allows the developer to sell or license the software to others. Most custom development agreements grant an exclusive license or full assignment since the client is paying for a bespoke product, not a shared platform.\n",[429,433,437,441,445,449],{"industry":430,"icon_asset_id":431,"specifics":432},"SaaS / Technology","industry-saas","API integration requirements, multi-tenant architecture specifications, SLA uptime commitments, and cloud infrastructure cost allocation must all be addressed in the scope exhibit.",{"industry":434,"icon_asset_id":435,"specifics":436},"Financial Services","industry-fintech","Regulatory compliance obligations (PCI-DSS, SOC 2, GLBA) must be written into the developer's warranties, and data handling requirements need dedicated security and audit clauses.",{"industry":438,"icon_asset_id":439,"specifics":440},"Healthcare / MedTech","industry-healthtech","HIPAA Business Associate Agreement obligations must be incorporated by reference, and the scope must specify whether the software qualifies as a medical device requiring FDA clearance.",{"industry":442,"icon_asset_id":443,"specifics":444},"E-commerce / Retail","industry-ecommerce","Payment gateway integrations, PCI compliance scope, third-party platform API dependencies, and uptime requirements during peak sales periods require explicit coverage in the deliverables schedule.",{"industry":446,"icon_asset_id":447,"specifics":448},"Manufacturing / Industrial","industry-manufacturing","Embedded software and firmware agreements require additional clauses covering hardware compatibility, version control for field-deployed units, and liability for physical damage caused by software defects.",{"industry":450,"icon_asset_id":451,"specifics":452},"Professional Services","industry-professional-services","Client data confidentiality, role-based access controls, and integration with existing practice management or billing systems are typically central to the scope and acceptance criteria.",[454,457,459,462],{"vs":39,"vs_template_id":455,"summary":456},"software-license-agreement-D799","A standalone software license agreement covers only the right to use existing software — it assumes the product already exists and does not govern development services, milestones, or deliverable acceptance. A software development and license agreement is needed when the software is being built to order and the same contract must govern both the creation and the usage rights.",{"vs":130,"vs_template_id":227,"summary":458},"An independent contractor agreement governs the service relationship between a client and a self-employed individual — payment, deliverables, and worker classification — but does not address IP ownership, software licensing, acceptance testing, or warranty terms in the depth required for a software project. Use a dedicated software development agreement to properly address the IP and product-quality dimensions of a development engagement.",{"vs":101,"vs_template_id":460,"summary":461},"software-maintenance-agreement-D802","A software maintenance agreement governs ongoing support, bug fixes, and updates after the software has been delivered and accepted. A software development and license agreement covers the creation phase. Both documents are typically needed — the development agreement to build and deliver, the maintenance agreement to support the product post-launch.",{"vs":115,"vs_template_id":463,"summary":464},"saas-agreement-D13268","A SaaS agreement governs a client's subscription access to software hosted and operated by the vendor — the client never receives source code or owns the product. A software development and license agreement is appropriate when the client is commissioning a custom-built product and expects to own or control the code. If the developer will retain ownership and host the product as a service, a SaaS agreement is the correct vehicle.",{"use_template":466,"template_plus_review":470,"custom_drafted":474},{"best_for":467,"cost":468,"time":469},"Freelancers and small agencies on domestic projects under $25,000 with straightforward IP ownership","Free","30–60 minutes",{"best_for":471,"cost":472,"time":473},"Projects between $25,000 and $150,000, cross-border engagements, or deals involving sensitive client data","$300–$700","1–3 days",{"best_for":475,"cost":476,"time":477},"Enterprise custom software over $150,000, co-ownership structures, regulated industries, or multi-jurisdiction licensing","$1,500–$6,000+","1–3 weeks",[479,484,489,494],{"code":480,"name":481,"flag_asset_id":482,"note":483},"us","United States","flag-us","Copyright vests automatically in the creator under US law — without a written assignment, the developer owns the code even if the client paid for it. Work-for-hire doctrine applies only in narrow circumstances for independent contractors, making an explicit assignment clause essential. Non-compete restrictions on developers vary sharply by state; California effectively bans them. CCPA and state-specific data privacy laws may impose additional obligations when the software processes consumer data.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"ca","Canada","flag-ca","Copyright in software vests in the author under the Copyright Act unless assigned in writing. Moral rights — the creator's right to attribution and integrity — cannot be assigned but can be waived, and a waiver should be included in any full IP assignment. PIPEDA and provincial privacy laws (particularly Quebec's Law 25) impose obligations on software that processes personal information. Quebec contracts must be in French for provincially regulated entities.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"uk","United Kingdom","flag-uk","Under UK copyright law, the employer owns IP created by employees, but independent contractors own the IP they create unless a written assignment exists. Post-Brexit, UK GDPR applies separately from EU GDPR, requiring its own compliance analysis for software handling personal data. Assignment of future copyright is permitted under UK law, making pre-execution assignments enforceable for code written after signing.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"eu","European Union","flag-eu","EU GDPR imposes strict data protection requirements on software that processes personal data, and a Data Processing Agreement must accompany or be incorporated into any development contract involving such data. The EU Software Directive provides specific copyright protections for computer programs, including reverse-engineering rights that cannot be contracted away in consumer-facing software. Member states vary on enforceability of non-compete and non-solicitation clauses; France and Germany require financial compensation for post-employment restrictions on developers.",[224,231,242,245,227,239,500,501,502,503,504,505],"website-development-agreement-D14084","service-agreement-D12711","intellectual-property-assignment-D5229","master-service-agreement-D12657","statement-of-work-D12981","change-order-D13613",{"emit_how_to":174,"emit_defined_term":174},{"primary_folder":125,"secondary_folder":508,"document_type":509,"industry":510,"business_stage":511,"tags":512,"confidence":518},"development-agreements","agreement","software-and-technology","all-stages",[513,514,515,516,517],"intellectual-property","contract","software-development","license-agreement","custom-software",0.95,"\u003Ch2>What is a Software Development and License Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Software Development and License Agreement\u003C/strong> is a legally binding contract between a developer or development firm and a client that governs both the creation of custom software and the terms under which the finished product may be used. It combines two distinct legal instruments — a development services contract and a software license — into a single enforceable document. The agreement defines deliverables and milestones, sets payment terms, allocates intellectual property ownership, establishes acceptance testing procedures, and specifies the scope of the license the client receives once development is complete. Without it, the default rules of copyright law apply — and in most jurisdictions, that means the developer owns the code, regardless of who paid for it.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>The absence of a signed software development and license agreement exposes both parties to risks that are difficult and expensive to unwind after the fact. Clients who pay for custom software without an explicit IP assignment may discover they do not legally own the code they commissioned — a position courts have consistently upheld when no written transfer exists. Developers who begin work without a signed contract have no contractual basis to demand milestone payments, reject out-of-scope requests, or limit their liability if the software causes a downstream business loss. Acceptance criteria left undefined turn into subjective disputes; warranty obligations left unwritten disappear entirely. This template closes all four gaps in one document — protecting the client's IP investment, the developer's payment and liability position, and the project's timeline through defined milestones and a formal acceptance process.\u003C/p>\n",1781186034634]