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