This is an agreement between a software developer and a company for the
development of specified software. This agreement is unique because it requires the
company to attach a “Project Plan” to the agreement specifying the details of the
desired software. The developer will have time to work on and submit the “Design
Specifications” to the company for approval or modification. This document should be
used by small businesses that want to create a specified and detailed software program
by hiring a developer as an independent contractor.
Functional Specifications Development Agreement
This Functional Specifications Development Agreement (the "Agreement") is made and entered into on
DATE OF AGREEMENT (the "Effective Date") by and between DEVELOPER COMPANY NAME
(“Developer”) and CLIENT COMPANY NAME (“Client”).
SECTION 1. Engagement of Services. Client hereby agrees to retain Developer in an
independent contractor relationship pursuant to the terms of this Agreement
SECTION 2. Compensation. Client shall pay Developer a total fee of $_________ as
compensation for the project described in the attached Project Plan, with a deposit of
$__________ due upon execution of this Agreement and the remaining $___________ due
within _____ days of completion of the project.
1. Reimbursement of Expenses. Client agrees to reimburse Developer for any
expenses incurred by Developer as a result of a request of Client.
2. Additional Service Charges. Client agrees to reimburse Developer at the hourly
rate of $_________ for any services provided to Client which are not a part of the
attached Project Plan. Developer agrees not to provide any additional services to Client
without written authorization.
SECTION 3. Design Specifications. Developer shall submit Design Specifications based upon
the attached Project Plan to Client within ______ days of the date of execution of this
Agreement. Upon submission of the Design Specifications, Client shall have _____ days to
review and approve or suggest modifications to said Specifications.
1. Modifications. Developer shall have _____ days from the date upon which Client
suggests modifications to the Design Specifications to make such modifications and
resubmit Specifications to client.
2. Additional Charges. Client agrees to reimburse Developer at the hourly rate of
$_________ for any suggested modifications which are not a part of the attached Project
3. Early Termination. Client and Developer retain the right to terminate this
Agreement should the parties be unable to agree on a satisfactory Design Specification.
Should such early termination occur, Developer will refund to Client ______ percent of
the initial deposit paid by Client.
SECTION 4. Completion Date. The targeted completion date is _____________________.
1. Responsibilities of Parties. Client agrees to provide Developer with requested
information and understands that in order to meet the target date above Developer must
receive requested information in a timely manner. Developer agrees to notify Client in
writing of any outstanding requests that are causing delay in the completion of the
2. Status Meetings. Status meetings shall be held on a weekly basis, at a time and
place agreed upon by the parties.
SECTION 5. Acceptance of Completed Project.
1. Time. Client shall have _____ days from the date of delivery of the final product
to either accept or reject the product. Rejection must be made in writing and within a
_____ day time period, or the final product shall be deemed accepted.
2. Criteria. Acceptance criteria shall include, and be limited to: (list the detailed,
objective, acceptance criteria for the final product)
3. Modifications. Developer shall have a reasonable time in which to make
modifications to the software should the final product not meet the acceptance criteria.
SECTION 6. Protection of Proprietary Rights.
Definition of Confidential Information. "CONFIDENTIAL INFORMATION" as used in
this Agreement shall mean any and all technical and non-technical information including patent,
copyright, trade secret, proprietary information, computer files, and client information related to
the past, current, future and proposed services of Client and includes, without limitation, client
property, and client's information concerning research, financial information, purchasing,
business forecasts, sales and merchandising and marketing plans and information.
1. Nondisclosure and Nonuse Obligations. Developer agrees to protect the
confidentiality of all Confidential Information and, except as permitted in this section,
shall neither use nor disclose the Confidential Information. Developer may use the
Confidential Information solely to perform services under this Services Agreement for
the benefit of Client.
2. Exclusion from Nondisclosure and Nonuse Obligations. Developer’s
obligations with respect to any portion of the Confidential Information shall not apply to
any such portion which Developer can demonstrate, (a) was in the public domain at or
subsequent to the time such portion was communicated to Developer by Client; (b) was
rightfully in Developer’s possession, free of any obligation of confidence at or
subsequent to the time such portion was communicated to Developer by Client; or (c)
was developed by Developer independently of and without reference to any information
communicated to Developer by Client. A disclosure of Confidential Information by
Developer, either (i) in response to a valid order by a court or other governmental body,
(ii) otherwise required by law, or (iii) necessary to establish the rights of either party
under this Agreement, shall not be considered to be a breach of this Agreement or a
waiver of confidentiality for other purposes; provided, however, that Developer shall
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provide prompt written notice thereof to Client to enable Client to seek a protective order
or otherwise prevent such disclosure.
3. Ownership of Property. All materials furnished to Developer by Client, and all
other property of Client (including, without limitation, all Confidential Information,
computers, and computer disks), (collectively, the "CLIENT PROPERTY") are the sole
and exclusive property of Client. All materials furnished to Client by Developer,
including but not limited to the software which is the subject of this Agreement, are the
sole and exclusive property of Developer. Developer shall retain all ownership rights in
the software created by Developer in the performance of services under this Agreement,
and shall assign to Client standard rights under Developer’s licensing agreement, upon
receiving final payment from Client.
SECTION 7. General Provisions.
1. Governing Law. This Agreement shall be governed in all respects by the laws of
the United States of America and by the laws of the State of __________________. Each
of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and
state courts located in __________________, as applicable, for any matter arising out of
or relating to this Agreement, except that in actions seeking to enforce any order or any
judgment of such federal or state courts located in __________________, such personal
jurisdiction shall be nonexclusive.
2. Severability. If any provision of this Agreement is held by a court of law to be
illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve
as nearly as possible the same economic effect as the original provision, and (b) the
legality, validity and enforceability of the remaining provisions of this Agreement shall
not be affected or impaired thereby.
3. Entire Agreement. This Agreement constitutes the entire agreement between the
parties relating to the provision of services by Developer to Client and supersedes all prior or
contemporaneous oral or written agreements concerning this subject matter. The terms of this
Agreement will govern all services undertaken by Developer for Client.
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IN WITNESS WHEREOF, the parties have executed this Agreement on this _____ day of
By: PRINTED NAME By: PRINTED NAME
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