App Design Contract
This attorney drafted App Design Contract sets forth the terms of
an agreement between a developer and a customer to purchase an
application. The agreement contains numerous standard
provisions as well as optional clauses regarding intellectual
property ownership of the resulting application, among others.
ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY,
EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND
COMPLETENESS. They are for guidance and should be modified to meet your needs and the
laws of your state. Use at your own risk. Docstoc and anyone who participated in providing or
modifying any form is not creating or entering into an Attorney-Client relationship. Docstoc
© Copyright 2011 Docstoc Inc. does not provide legal advice. The information and forms are not a1 substitute for the advice of
your own attorney.
App Design Contract
This 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");
and
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 Exhibit B annexed hereto and made a part hereof and incorporated by reference.
Such Exhibit B shall include the schedule for reimbursement of any of Developer’s out-of-
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pocket expenses incurred in performing services pursuant to this Agreement, as well as a
schedule of late fees charges, if any.
4. 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.]
5. 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.
6. 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.
7. 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 prior to testing. If the Application does not satisfy the
acceptance criteria, Customer shall give Developer written notice stating why the Application
is unacceptable. Developer shall have 30 days from the receipt of such notice to correct the
deficiencies. Customer shall then have 30 days to inspect, test and reevaluate the Application.
If the Application still does not satisfy the acceptance criteria, Customer shall have the option
of either: (1) repeating the procedure set forth above, or (2) terminating this Agreement upon
providing written notice to Developer. If Customer does not give written notice to Developer
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within the initial 30-day inspection, testing and evaluation period or any extension of that
period, that the Application does not satisfy the acceptance criteria, Customer shall be
deemed to have accepted the Application without revision upon expiration of such period.
Upon completion of the final development phase set out in the Development Plan, acceptance
testing shall be performed on the Application in its entirety to determine whether the
Application satisfies the acceptance criteria and operates with internal consistency. Customer
shall have 30 days to perform such tests. If the completed Application does not satisfy the
acceptance criteria, the parties shall follow the acceptance and satisfaction procedures set
forth with respect to completion of each development phase.
8. [Instruction: Parties should choose which language reflects the correct ownership
structure.] Developer assigns to Customer its entire right, title and interest in anything
created or developed by Developer for Customer under this Agreement ("Work
Product") including all patents, copyrights, trade secrets and other proprietary rights.
This assignment is conditioned upon full payment of the compensation due Developer
under this Agreement. Developer shall execute and aid in the preparation of any
documents necessary to secure any copyright, patent, or other intellectual property
rights in the Work Product at no charge to client. However, Customer shall reimburse
Developer for reasonable out-of-pocket expenses. OR Customer grants to Developer a
nonexclusive, [CHOOSE ONE: "irrevocable license" OR "license for the term of
[NUMBER OF YEARS] years"] to use the Work Product OR Developer shall retain all
copyright, patent, trade secret and other intellectual property rights Developer may
have in anything created or developed by Developer for Customer under this
Agreement ("Work Product"). Developer grants Customer a nontransferable license to
use the Work Product. The license grant is conditioned upon full payment of the
compensation due Developer and full performance by Customer of its obligations under
this Agreement. The license shall be in substantially the form set forth on Exhibit C.
9. [Comment: Parties are advised they may revise the warranty language to reflect the
parties’ agreement.]THE APPLICATION FURNISHED UNDER THIS AGREEMENT IS
PROVIDED ON AN AS “AS IS” BASIS, WITHOUT ANY WARRANTIES OR
REPRESENTATIONS EXPRESS, IMPLIED OR STATUTORY EXCEPT AS
OTHERWISE PROVIDED IN THIS AGREEMENT; INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NONINFRINGEMENT,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE NOR ARE
THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF
PERFORMANCE OR TRADE USAGE EXCEPT AS OTHERWISE REQUIRED BY
LAW. DEVELOPER DOES NOT WARRANT THAT THE APPLICATION WILL MEET
CUSTOMER'S NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF
THE APPLICATION WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS
AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND
FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE
APPLICATION.
10. Developer represents and warrants it owns and has the right to license or convey title to the
Application and documentation covered by this Agreement. Developer will not grant any
rights or licenses to any intellectual property or technology that would conflict with
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Developer's obligations under this Agreement. Developer expressly warrants that no portion
of the Application contains or will contain any protection feature designed to prevent its use.
This includes, without limitation, any computer virus, worm, software lock, drop dead
device, Trojan-horse routine, trap door, time bomb or any other codes or instructions that
may be used to access, modify, delete, damage or disable Customer's Application or
computer system. Developer further warrants that it will not impair the operation of the
Application in any way other than by order of a court of law. Developer warrants that the
Application shall be compatible with requirements as set forth in the Development Plan
Specifications.
11. Developer warrants that Developer will not knowingly infringe on the copyright or trade
secrets of any third party in performing services under this Agreement, and shall obtain any
necessary licenses at its sole cost and expense, except as otherwise set forth in this
Agreement.
12. During the term of this Agreement and for ____ [Instruction: Insert time period.] years
afterward, Developer will use reasonable care to prevent the unauthorized use or
dissemination of Customer's confidential information. Reasonable care means at least the
same degree of care Developer uses to protect its own confidential information from
unauthorized disclosure. Confidential information is limited to information clearly marked
as confidential, or disclosed orally that is treated as confidential when disclosed and
summarized and identified as confidential in a writing delivered to Consultant within 15 days
of disclosure.
13. Optional language: Customer acknowledges that the Application is Developer's sole and
exclusive property. Customer shall treat the Application on a confidential basis and
shall not, at any time, disclose the trade secrets embodied in the Application or
supporting documentation to any other person, firm, organization or employee who
does not need to obtain access thereto consistent with Customer's rights under this
Agreement. Under no circumstances may Customer modify, reverse compile or reverse
assemble the object code contained in the Application. Customer shall devote its
reasonable best efforts to ensure that all persons afforded access to the Application and
supporting documentation protect Developer's trade secrets against unauthorized use,
dissemination or disclosure.
14. This Agreement commences on the date it is executed and shall continue until full
performance by both parties, or until earlier terminated by one party under the terms of this
Agreement.
15. Each party shall have the right to terminate this Agreement by written notice to the other if a
party has materially breached any obligation herein and such breach remains uncured for a
period of 30 days after written notice of such breach is sent to the other party.
16. Each party shall be solely responsible for its own taxes, (including the filing of any necessary
forms) if and when due. Neither party shall incur any liability for failure of the other party to
timely pay its taxes.
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17. No part of this Agreement shall be deemed as creating a joint-venturer or employer-
employee relationship between the parties, or any of their respective agents, representatives
or employees.
18. Customer agrees not to knowingly hire or solicit Developer's employees during performance
of this Agreement and for a period of _____ [Instruction: Insert time.] after termination of
this Agreement without Developer's written consent.
19. If any legal action is necessary to enforce this Agreement, the prevailing party shall be
entitled to reasonable attorney fees, costs and expenses.
20. This Agreement together with all exhibits, appendices or other attachments, which are
incorporated herein by reference, is the sole and entire Agreement between the parties. This
Agreement supersedes all prior understandings, agreements and documentation relating to
such subject matter. In the event of a conflict between the provisions of the main body of the
Agreement and any attached exhibits, appendices or other materials, the Agreement shall
take precedence except to the extent otherwise set forth in such attached exhibit, appendices
or other materials.
21. Modifications and amendments to this Agreement, including any exhibit or appendix or
material hereto, shall be enforceable only if they are in writing and are signed by authorized
representatives of both parties.
22. This Agreement will be governed by the laws of the State of ______ [Instruction: Insert
state.]
23. All notices and other communications given in connection with this Agreement shall be in
writing and shall be deemed given when delivered personally to the recipient's address as
appearing in the introductory paragraph to this Agreement; three days after being deposited
in the United States mails, postage prepaid to the recipient's address as appearing in the
introductory paragraph to this Agreement, or when sent by fax or telex to the last fax or telex
number of the recipient known to the party giving notice. Notice is effective upon receipt
provided that a duplicate copy of the notice is promptly given by first-class or certified mail,
or the recipient delivers a written confirmation of receipt. Any party may change its address
appearing in the introductory paragraph to this Agreement by giving written notice of the
change in accordance with this paragraph.
24. The rights and obligations under this Agreement are not assignable by either party.
25. Each party represents and warrants that on this date they are duly authorized to bind their
respective principals by their signatures below.
[Instruction: Insert parties’ signature blocks.]
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Exhibit A
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Exhibit B
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Exhibit C
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