This iPhone Apps Contract sets forth the terms of an agreement between a developer
and a customer to purchase of an iPhone application developed by the developer. This
document in its draft form contains numerous of the standard clauses commonly used in
these types of contracts, as well as optional language to allow for customization to
ensure the specific terms of the parties’ agreement are addressed. The agreement
contains numerous standard provisions as well as optional clauses regarding intellectual
property ownership of the resulting application, among others.
iPhone Apps 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”). For purposes of
this Agreement, Customer shall not be deemed to constitute any third party other than that party
named herein as Customer.
WHEREAS Customer desires to retain Developer as an independent contractor to develop the
iPhone 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.
WHEREAS the parties hereto understand, acknowledge and agree that Customer shall retain its
obligations hereunder, notwithstanding any attempt or attempts by Customer to sell, license or
otherwise transfer its rights to the Application and the acceptance or rejection of the Application
by any third party pursuant to any such attempt or attempts.
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
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
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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
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Developer shall be compensated in an amount and manner, and according to the schedule
as set forth in
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Exhibit B annexed hereto and made a part hereof and incorporated by reference. Such
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3. 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.
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 ten
(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
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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 thirty (30) days from the receipt of such notice to correct the deficiencies. Customer
shall then have thirty (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 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. Developer is not responsible for rewriting any portion of an Application in the event
Customer submits same to a third party, and such third party requests design revisions. It
is hereby understood and agreed among the parties that this Agreement is between the
parties hereto. Any request for changes or revisions to the Application is subject to the
provisions of this Agreement. Notwithstanding any such request for changes or revisions
or rejection of the Application by any third party approached by Customer, Customer will
remain liable for fulfillment of its obligations hereunder, including but not limited to the
obligation to pay Developer as set forth herein, in any event.
9. Optional language: Customer agrees that the Application developed under this
Agreement shall be delivered to Customer in object code form only. Developer
agrees that one copy of the source code version of the Application and associated
documentation shall be deposited with an escrow agent specializing in software
escrows to be mutually agreed upon in writing by Developer and Customer after
good faith negotiation. Customer and Developer shall enter into a supplementary
escrow agreement with the escrow agent. Such escrow agreement shall not be
considered incorporated herein. The source code shall be delivered to the escrow
agent within _____ ( )[Instruction: Insert number of days.] days after delivery of
the object code to Customer. Thereafter, the source code version of all updates,
enhancements and modifications of the Application created by Developer on
Customer's behalf, as well as associated documentation, shall be deposited by
Developer with the escrow agent as set forth in the escrow agreement. Customer
shall pay all fees necessary to establish and maintain the escrow. Developer hereby
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grants to Customer a contingent license to receive the source code from the escrow
agent and to use the source code to support its use of the Application in machine-
readable form if one or more of the following conditions occurs: (a) Developer,
whether directly or through a successor or affiliate, ceases to be in the software
business; (b) Developer fails to fulfill its obligations to maintain the Software as
provided in this Agreement; (c) Developer becomes insolvent or admits insolvency
or a general inability to pay its debts as they become due; (d) Developer files a
petition for protection under the U.S. Bankruptcy Code, or an involuntary petition
is filed against it and is not dismissed within sixty (60) days; (e) Developer comes
under the control of a competitor of Customer. The source code shall be used solely
by Customer to maintain the Application and shall be subject to every restriction on
use and confidentiality set forth in this Agreement. Customer agrees not to disclose
the source code to third parties except on a need-to-know basis under an
appropriate duty of confidentiality.
10. [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
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13. Exhibit C.
14. [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. DEVELOPER DOES NOT WARRANT THAT THE
APPLICATION WILL BE ACCEPTABLE TO ANY THIRD PARTY FOR ANY
PURPOSE OR THAT DEVELOPMENT OF THIS APPLICATION WILL BRING
GOOD WILL OR ADDITIONAL BUSINESS TO THE CUSTOMER, OR THAT ANY
ATTEMPT BY CUSTOMER TO SELL, LICENSE OR OTHERWISE TRANSFER ITS
RIGHTS, IF ANY, IN AND TO THE APPLICATION WILL BE SUCCESSFUL. THE
FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF
THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE
CHARGED FOR THE APPLICATION.
15. 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
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.
16. 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
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17. 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.
18. 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.
19. 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
20. 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 thirty (30) days after written notice of such breach is sent to the other
21. 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.
22. 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.
23. 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.
24. If any legal action is necessary to enforce this Agreement, the prevailing party shall be
entitled to reasonable attorney fees, costs and expenses.
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25. 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.
26. 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.
27. This Agreement will be governed by the laws of the State of ______. [Instruction: Insert
28. 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.
29. The rights and obligations under this Agreement are not assignable by either party.
30. 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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