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 doma