Software Development Agreement Freelancer

SOFTWARE DEVELOPMENT AGREEMENT

 

This Software Development Agreement (the “Agreement”) in entered into on ________, 2022, by and between [Developer Name] (the “Developer”), having its principal place of business at [Developer Address], and [Customer Name] (the “Customer”), having its principal place of business at [Customer Address] (The Developer and the Customer, individually, a “Party”, and collectively, “Parties”).

In consideration of the mutual covenants and promises made by both Parties regarding this Agreement, the Parties agree to the following terms:

 

1. Developer’s duties

The Customer hereby engages the Developer and the Developer agrees to be engaged by the Customer to develop the deliverables detailed in Exhibit A to this Agreement (the “Software”) in accordance with the specifications detailed in Exhibit A (the “Specifications”).

1. The Developer shall complete the development of the Software according to the milestones described on the form attached hereto as Exhibit B. In accordance with such milestones, the final product shall be delivered to the Customer by [Final delivery date] (the “Delivery Date”).
2. For a period of [Time frame] after delivery of the final product, the Developer shall provide the Customer with answers to any questions or assist in solving any problems with regard to the operation of the Software up to [Number of hours] of hours free of charge and billed to the Customer at a rate of [Rate] per hour for any assistance thereafter. The Developer agrees to respond to any reasonable request for assistance made by the Customer regarding the Software within [Time frame] of the request.
3. Except as expressly provided in this Agreement, the Customer shall not be obligated under this Agreement to provide any further support or assistance to the Developer.
4. The Customer may terminate this Agreement at any time upon material breach of the terms herein and failure to resolve such a breach within [Time frame] of notification of such a breach.
5. The Developer shall provide to the Customer after the Delivery Date [Number of hours] hours of training with respect to the operation of the Software if requested by the Customer.

 

2. Delivery

The Software shall function in accordance with the Specifications on or before the Delivery Date.

1. If the Software as delivered does not conform with the Specifications, the Customer shall within [Time frame] of the Delivery Date notify the Developer in writing of the ways on which it does not conform with the Specifications. The Developer agrees that upon receiving such notice, it shall make reasonable efforts to correct any non-conformity.
2. The Customer shall provide to the Developer written notice of its finding that the Software conforms to the Specifications within [Time frame] days of the Delivery Date (the “Acceptance Date”) unless it finds that the Software does not conform to the Specifications as described in Section 2.1 herein.

 

3. Compensation

Compensation. In consideration for the Service, the Customer shall pay the Company at the rate of _____ per hour (the “Hourly Rate”), with a maximum total fee for all work under this Agreement of __________. Fees billed under the Hourly Rate shall be due and payable upon the Developer providing the Customer with an invoice.  Invoices will be provided for work completed by the developer once every _____ days.

 

4. Intellectual property rights in the software

The Parties acknowledge and agree that the Customer will hold all intellectual property rights in the Software including, but not limited to, copyright and trademark rights. The Developer agrees not to claim any such ownership in the Software’s intellectual property at any time prior to or after the completion and delivery of the Software to the Customer.

 

5. Change in specifications

The Customer may request that reasonable changes be made to the Specifications and tasks associated with the implementation of the Specifications. If the Customer requests such a change, the Developer will use its best efforts to implement the requested change at no additional expense to the Customer and without delaying delivery of the Software.

In the event that the proposed change will, in the sole discretion of the Developer, require a delay in the delivery of the Software or would result in additional expense to the Customer, then the Customer and the Developer shall confer and the Customer may either withdraw the proposed change or require the Developer to deliver the Software with the proposed change and subject to the delay and/or additional expense. The Customer agrees and acknowledges that the judgment as to if there will be any delay or additional expense shall be made solely by the Developer.

 

6. Confidentiality

The Developer shall not (i) disclose to any third party the business of the Customer, details regarding the Software, including any information regarding the Software’s code, the Specifications, or the Customer’s business (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Customer, or (iii) use Confidential Information other than solely for the benefit of the Customer.

 

7. Developer warranties

The Developer represents and warrants to the Customer the following:

1. Development and delivery of the Software under this Agreement are not in violation of any other agreement that the Developer has with another party.
2. The Software will not violate the intellectual property rights of any other party.
3. For a period of 10 days after the Delivery Date, the Software shall operate according to the Specifications. If the Software malfunctions or in any way does not operate according to the Specifications within that time, then the Developer shall take any reasonably necessary steps to fix the issue and ensure the Software operates according to the Specifications.

 

8. Indemnification

The Developer agrees to indemnify, defend, and protect the Customer from and against all lawsuits and costs of every kind pertaining to the software including reasonable legal fees due to the Developer’s infringement of the intellectual rights of any third party.

 

9. No modification unless in writing

No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.

 

10. Applicable law

This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of [State] and subject to the exclusive jurisdiction of the federal and state courts located in [County], [State].

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.

 

Exhibit A

Software specifications

[FREEFORM PRODUCT FUNCTIONALITY DESCRIPTION]

 

Exhibit B

Milestone schedule

 

Date	Project milestone