Custom software development contract template (US)

Software Development Agreement

This Software Development Agreement ("Agreement") is made on Effective Date between Client Name, a Client Entity Type and State, at Client Address ("Client"), and Developer Name, a Developer Entity Type and State, at Developer Address ("Developer").

1. The Project

Developer will design and build Software Description (the "Software") as described in the specifications attached or linked here: Specifications or Statement of Work.

2. Milestones and Fees

| Milestone | Delivery Date | Fee |

| --- | --- | --- |

| First Milestone | First Milestone Date | $First Milestone Fee |

| Second Milestone | Second Milestone Date | $Second Milestone Fee |

| Final delivery | Final Delivery Date | $Final Delivery Fee |

Client will pay each undisputed invoice within Payment Days days. Work billed by the hour, if any, is at $Hourly Rate per hour, up to Hour Cap hours unless Client approves more in writing. Client will reimburse only expenses that it approved in advance.

3. Changes

A change to the scope, fees or schedule takes effect only through a written change request signed or confirmed by email by both parties.

4. Acceptance

Client has Acceptance Days days after each delivery to test it against the specifications, and to accept it or describe any failure in writing. Developer will fix the failures described and redeliver. A delivery is accepted if Client gives no response in that time, or uses it in production.

5. Intellectual Property

On full payment, Developer assigns to Client all right, title and interest, including copyrights, in the code and materials written specifically for the Software (the "Deliverables"). Developer will sign any further document needed to record this assignment. Developer's tools, libraries and know-how that existed before this project or were made separately remain Developer's, and Developer grants Client a perpetual, royalty-free, transferable license to use them as part of the Software.

6. Open-Source and Third-Party Components

Developer will list every open-source and third-party component used, and its license, and will not use one whose license would require Client to publish its own source code without Client's written approval. AI coding tools may be used only in a way that lets Developer meet Sections 5 and 8.

7. Delivery and Access

At each milestone Developer will deliver source code to Repository or Delivery Method, with the documentation needed to build and run it. Client will provide the information, accounts and decisions Developer needs on time, and the schedule extends for any delay by Client. On completion Developer will return all Client credentials and access.

8. Warranties

Each party warrants that it has the right to enter this Agreement. Developer warrants that the Deliverables will materially meet the specifications for Warranty Days days after acceptance, that the work will be done professionally, and that to its knowledge the Deliverables do not infringe the intellectual property of others. Developer will fix any covered defect reported in that period at no charge. OTHER THAN AS STATED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED WITHOUT WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Support

Support after the warranty period, including hosting, updates and security patches, is covered only by a separate agreement.

10. Confidentiality and Data

Each party will keep the other's non-public information confidential, use it only for this project, and protect it with reasonable care. Developer will handle any personal data only as Client instructs, with reasonable security, and will promptly tell Client of any unauthorized access to it.

11. Indemnity and Liability

Developer will defend Client against third-party claims that the Deliverables, as delivered, infringe intellectual property rights. NEITHER PARTY IS LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, AND EACH PARTY'S TOTAL LIABILITY IS LIMITED TO THE FEES PAID OR OWED UNDER THIS AGREEMENT, except for breach of confidentiality, the indemnity above, payment owed, or fraud or willful misconduct.

12. Independent Contractor

Developer is an independent contractor, controls how the work is done, and is responsible for its own taxes and insurance. Nothing here creates employment, partnership or agency.

13. Termination

Either party may end this Agreement on Termination Notice Days days' written notice, or at once if the other materially breaches and does not cure within Cure Days days after written notice. Client will pay for accepted work and for work in progress to that date, and on payment Developer will deliver that work, and Section 5 applies to it.

General Terms

Governing law. This Agreement is governed by the laws of the State of Governing State, without regard to its conflict of laws rules. Any lawsuit will be brought in the state or federal courts located in Venue County and State.

Entire agreement. This Agreement is the parties' complete agreement on its subject and replaces all earlier discussions. It may be changed only in a writing signed by both parties.

Severability. If a court finds any part of this Agreement unenforceable, that part will be enforced to the extent the law allows, and the rest stays in effect.

Notices. Notices must be in writing and sent to the addresses above by personal delivery, certified mail or a nationally recognized courier.

Counterparts and e-signatures. This Agreement may be signed in counterparts and by electronic signature, which has the same effect as an original.

| Client | Developer |

| --- | --- |

| Signature: Client Signature | Signature: Developer Signature |

| Name: Client Printed Name | Name: Developer Printed Name |

| Date: Client Signing Date | Date: Developer Signing Date |