This document sets forth the terms of an agreement between a developer and a
customer to purchase an application. As drafted, the customer hires the developer as
an independent contractor. It sets forth a development plan for the developer to adhere
to and the developer warrants to not infringe on copyright or trade secrets when
developing the app. The agreement contains numerous standard provisions, including
an attorney’s fee provision, as well as optional clauses regarding intellectual property
ownership of the resulting application.
App Design Contract
This agreement (the “Agreement”) is made as of ______ [Instruction: Insert date.] between
_______________ [Instruction: Insert customer name.] with a principal place of business at
_______________ [Instruction: Insert customer address.] (the “Customer”) and
_______________ [Instruction: Insert developer name.] with a principal place of business at
_______________ [Instruction: Insert developer address.] (the “Developer”).
WHEREAS Customer desires to retain Developer as an independent contractor to develop the
application (the “Application”) described in the Functional Specifications contained in Exhibit A
attached to and incorporated herein and made part of this Agreement by reference. Developer is
ready, willing and able to undertake the development of the Application and agrees to do so
under the terms and conditions set forth in this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Developer shall prepare a development plan (“Development Plan”) for the Application,
satisfying the requirements set forth in the Functional Specifications. The Development
Plan shall include:
a. Detailed Specifications for the Application;
b. A listing of all items to be delivered to Customer under this Agreement (“Deliverables”);
c. A delivery schedule containing a delivery date for each Deliverable.
2. Developer shall deliver the Development Plan to Customer by _____ [Instruction: Insert
date.]. Customer shall have _____ ( ) [Instruction: Insert number of days.] days to
review the Development Plan. If the Development Plan is in Customer's reasonable
judgment unsatisfactory in any material respect, Customer shall prepare a detailed written
description of the objections. Developer shall then have _____ ( ) [Instruction: Insert
number of days.] days to modify the Development Plan to respond to Customer's objections.
Customer shall have _____ ( ) [Instruction: Insert number of days.] days to review the
modified Development Plan. If Customer deems the modified Development Plan to be
unacceptable, Customer has the option of terminating this Agreement upon written notice to
Developer or permitting Developer to modify the Development Plan again under the
procedure outlined in this paragraph. If this Agreement is terminated, the obligations of both
parties under it shall end except for Customer's obligation to pay Developer all sums due for
preparing the Development Plan and the ongoing confidentiality obligations of this
Agreement. Upon Customer’s approval of the Development Plan, Developer shall then
commence development of the Application that will substantially conform to the
requirements set forth in the Development Plan.
3. Developer shall be compensated in an amount and manner, and according to the schedule as
set forth in
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6. Exhibit B annexed hereto and made a part hereof and incorporated by reference. Such
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9. Exhibit B shall include the schedule for reimbursement of any of Developer’s out-of-pocket
expenses incurred in performing services pursuant to this Agreement, as well as a schedule of
late fees charges, if any.
10. Optional language: Customer shall make available to Developer, at Customer's expense,
the following materials, facilities and equipment: _____________________. [Instruction:
Insert list of items to be provided by Customer.]
11. If at any time following acceptance of the Development Plan by Customer, Customer should
desire a change in Developer's performance or obligations pursuant to this Agreement,
Customer shall submit to Developer a written proposal specifying the desired changes.
Developer will evaluate each such proposal at its standard rates and charges. Developer shall
submit to Customer a written response to each such proposal within 10 working days
following receipt thereof. Developer's written response shall include a statement of the
availability of Developer's personnel and resources, as well as any impact the proposed
changes will have on the contract price, delivery dates or warranty provisions of this
Agreement. The parties shall then enter into a modification agreement to the Development
Plan. Upon execution of such modification agreement by both parties, same shall be
considered incorporated herein by reference. Developer shall then proceed according to the
revised terms of the modification agreement to the extent same revises any term hereof. All
other terms hereof shall remain in full force and effect.
12. Developer shall use all reasonable efforts to deliver the Application on schedule, subject to
any changes due to any modification agreement or any change order requested by the
Customer. Any delay or nonperformance of any provision of this Agreement caused by
conditions beyond the reasonable control of the performing party shall not constitute a breach
of this Agreement, provided that the delayed party has taken reasonable measures to notify
the other of the delay in writing. The delayed party’s time for performance shall be deemed
to be extended for a period equal to the duration of the conditions beyond its control.
Conditions beyond a party’s reasonable control include, but are not limited to, natural
disasters, acts of government after the date of the Agreement, power failure, fire, flood, acts
of God, labor disputes, riots, acts of war or terrorism and/or epidemics. Failure of
subcontractors and inability to obtain materials shall not be considered a condition beyond a
party’s reasonable control.
13. Immediately upon completion of each development phase set forth in the Development Plan's
delivery schedule, Developer shall deliver the Application and all other materials required to
be delivered according to the delivery schedule to Customer. Customer shall have the
number of days set forth on the delivery schedule from the date of delivery of the Application
to inspect, test and evaluate it to determine whether the Application satisfies the acceptance
criteria in accordance with procedures set forth in the Development Plan, or as established by
Developer and approved by Customer prio