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Software Development Agreement

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					This is a document that sets forth the terms of an agreement between a software
developer and a client for the creation of specific software. The name and
specifications of the software can be included under Schedule A of this agreement. In
addition, this agreement includes the delivery date, the initial term, the renewal term, the
fees, and maintenance. This agreement can be used by small businesses or other
entities that want to hire a software developer to create software according to detailed
specifications.
                         SOFTWARE DEVELOPMENT AGREEMENT
This Software Development Agreement and the Schedules attached hereto (collectively, the
“Agreement”) is made as of this ________ [Month] __ [Date], 20__ [Year], (“Effective Date”)
by and between _____________________           [Instruction: Insert the name of Developer] (the
“Developer”), having its principal place of business at __________________________________
[Instruction: Insert the address of Developer Company], and _____________________
[Instruction: Insert the name of Client] (the “Client”), having its principal place of business at
____________________________________ [Instruction: Insert the address of Client].

                                            RECITAL

WHEREAS, Developer is engaged in the business of software development;

AND WHEREAS, Client wishes to utilize the services of Developer in connection with the
development, maintenance, and support of certain software identified in Schedule A (the
“Software”);

NOW, THEREFORE, in consideration of the mutual covenants herein and for other good and
valuable consideration, the receipt of which is hereby acknowledged, Developer and Client (each
“Party”; collectively, the “Parties”) agree as follows:

1. Definitions
    a) The Delivery is defined as the delivery of software and other performances from the
        Developer as described in this Agreement.
    b) The Initial Term means the fixed initial period of time (starting from the Effective Date)
        in which Client pays to Developer the price in consideration of the services performed by
        the Developer under this Agreement as described herein in Schedule B.
    c) The Project is defined as the development project to be completed by the Developer
        pursuant to this Agreement to specify, develop, and deliver software, as well as other
        performances that are described in this Agreement.
    d) The Renewal Term means the additional period of time for which the term of this
        Agreement will be extended automatically upon expiration of the Initial Term, described
        herein in Schedule B.



© Copyright 2013 Docstoc Inc.                                                         2
    e) The Software is defined as the specially developed software described in Schedule A,
        which is to fulfill the Client's objectives and requirements.
2. Scope of Services
    Developer will perform the services as agreed between the Parties from time to time relating
    to development or modification of Software identified in Schedule A or any other software
    requested by the Client to be developed or modified. The scope and service levels for such
    services required by Client and functional specifications for each Project shall be defined by
    the Parties from time to time in the Service Level Agreement (“SLA”) executed concurrently
    and referenced to this Agreement. Client will cooperate with Developer’s reasonable requests
    for information, access to information systems and data necessary for the completion of the
    Project.

    Any configuration, integration, data migration, and application maintenance does not fall in
    scope of services unless otherwise agreed between the Parties.

3. Term and Termination
    This Agreement shall be effective for the Initial Term, commencing on Effective Date, and
    shall automatically renew and continue in effect thereafter for each Renewal Term
    (collectively “the Term”) as set forth in Schedule B unless either Developer or Client elects
    not to renew this Agreement by way of a written notice served no less than the notice period
    (specified in Schedule B) prior to the end of the then current term.

4. Price and Payment Terms
    During the Initial Term, as consideration for the services provided by the Developer herein,
    Client shall pay to Developer, for each of the resources, in accordance with their
    qualifications, employed by the Developer, the price pursuant to the price and payment terms
    set forth in Schedule D.

    Developer is entitled to revise the price and payment terms for respective Renewal Term.
    Such revision in the price and payment terms shall be made by Developer thirty (30) days
    prior to the expiration of the then current term.

    Client shall, in addition to the other amounts payable under this Agreement, pay all sales,
    services, and other taxes, state, federal, or otherwise, however designated, which are levied


© Copyright 2013 Docstoc Inc.                                                         3
    or imposed by reason of the transactions contemplated by this Agreement. Without limiting
    the foregoing, Client shall promptly pay to Developer an amount equal to any such items
    actually paid, or required to be collected or paid by Developer.

    Client shall pay Developer via a payment method and in currency as set forth in Schedule D.
    Client, not Developer, shall be responsible for payment of applicable payment transfer
    charges. Developer reserves the right to change the payment method from time to time. In the
    event of termination without cause, Client agrees to pay Developer for all of Developer’s
    Services performed up to the date of termination.

    Client agrees that price set forth in Schedule D shall not include cost of any third party
    components, content, graphics, hosting, secure certificates, domain name, payment gateway
    or library, specific development tools, or hardware or platforms, if required in the
    development of Software, unless otherwise agreed and specified in Schedule D.

5. General Conduct of the Parties.
    The Parties acknowledge and agree that the successful execution of services specified under
    the SLA shall require the cooperation of both Parties. Developer shall endeavor to provide
    the services in accordance with the SLA. Client agrees to provide such information and
    access to facilities, personnel, and systems, if applicable, as may be reasonably required or
    requested by Developer to provide the services. If Client’s acts or failures to act cause any
    hindrance or delay in Developer's performance of the services, the time for Developer's
    performance under the SLA shall be extended accordingly and Client shall pay Developer, at
    Developer's then current rates, for any additional time spent, and reimburse Developer for
    any additional expenses incurred as a result of such hindrance or delay.

6. Requirements concerning Developer's resources and qualifications
    The Developer warrants that it has or can avail both the qualitative and quantitative resources
    that are necessary for execution of the Project in accordance with the terms of the SLA. The
    Developer's project manager and other key personnel shall be listed in Schedule C.
    Developer may replace the project manager or other key personnel during the term of this
    Agreement and shall inform the Client about such replacement(s). Client shall not object to




© Copyright 2013 Docstoc Inc.                                                          4
    such replacement(s) without a valid reason. Developer hereby warrants that such
    replacement(s) shall not affect and/or delay the execution of Project.

7. Use of subcontractors
    The Developer may use the subcontractor(s) listed in Schedule C in connection with the
    Project. Developer may replace the subcontractor(s) during the term of this Agreement and
    shall inform the Client about such replacement(s). Client shall not object to such
    replacement(s) without a valid reason. Developer hereby warrants that such replacement(s)
    shall not affect and/or delay the execution of Project.

    The Client is free to hire third parties (subcontractors) to provide assistance in connection
    with its duties under this Agreement. The Developer shall be notified of the Client's selection
    of a subcontractor, and the Developer may oppose that the subcontractor is hired if it can
    prove that it will represent a significant commercial disadvantage to it.

    If one of the Parties hires subcontractors to carry out work tasks pursuant to this Agreement,
    then such party is also fully responsible for the performance of these tasks in the same
    manner as if it had performed the tasks itself. Such party must also ensure that the
    subcontractors are subject to the same confidentiality obligations that apply to the Parties
    themselves and they sign the required declaration of non-disclosure of confidential
    information provided by the other party and mutually agreed between both Parties.

8. Delivery and Acceptance Procedure.
    8.1. Delivery Period. Developer shall provide each Deliverable to Client in accordance with
    the SLA. All Deliverables, if any, shall be provided in the form of Object Code, unless
    otherwise specified in the SLA, except Developer shall also provide Source Code and
    Documentation for Deliverables to be owned by Client.

    8.2. Acceptance. The procedure for delivery and acceptance of Deliverables by Client shall
    be contemplated by the applicable SLA.

9. Ownership of Intellectual Property
    Client will be given the copyright and all intellectual property rights to the Software and the
    related source code, documentation, specifications, and other materials that are designed,



© Copyright 2013 Docstoc Inc.                                                          5
    developed, and delivered in accordance with this Agreement, unless otherwise agreed in
    Schedule E.

    These rights also include the right to modification and assignment.

10. Confidential Information
    All information relating to Client that is known to be confidential or proprietary, or which is
    clearly marked as such, will be held in confidence by Developer and will not be disclosed or
    used by Developer except to the extent that such disclosure or use is reasonably necessary to
    the performance of Developer’s Work. All information relating to Developer including, but
    not limited to, price and payment terms, that is known to be confidential or proprietary, or
    which is clearly marked as such, will be held in confidence by Client and will not be
    disclosed or used by Client except to the extent that such disclosure or use is reasonably
    necessary to the performance of Client’s duties and obligations under this Agreement. The
    obligations of confidentiality will extend for a period of __ (              ) years as per
    _____________________________          _________________        code    [Instruction:   insert
    statutory authority], after the termination of this Agreement, but will not apply with respect
    to information that is independently developed by the Parties, lawfully becomes a part of the
    public domain, or of which the Parties gained knowledge or possession free of any
    confidentiality obligation.

11. Maintenance and Support program
    The Parties may from time to time agree upon Maintenance and Support services in relation
    to the Software developed pursuant to the SLA. The scope and service levels for maintenance
    and support services shall be described in a separate service level agreement and referenced
    to this Agreement.

    Maintenance and support services under this Agreement shall extend only to the Software
    free of any modifications and such services shall be rendered by Developer from its location
    in _________________ and not onsite.

    Maintenance and support services do not include, and Developer shall not be liable for
    hardware, vendor operating systems and other system software, any software developed by
    Client, and third-party software.


© Copyright 2013 Docstoc Inc.                                                          6
    Provision of maintenance and support services does not guarantee automatic Software
    updates. Client agrees to install the latest Software update available from Developer, when
    required, as a condition of Developer providing support services. Developer reserves the
    right to cease the provision of maintenance and support services anytime without notice
    should Developer, in its reasonable discretion, determine that continued support for the
    Software is no longer economically practicable and/or in the event that the Software has
    become inoperable or incompatible with current operating systems, hardware, or other
    technologies. Also, abuse of support privileges including, but not limited to, frivolous
    contact, rude behavior and/or customer incompetence, harassment, or failure to follow
    instructions may result in the immediate cessation of support services.

12. Warranty and Disclaimer
    Developer shall remedy any errors or defects in the Software encompassed by this
    Agreement at no additional cost to the Client, provided that the Client exercises due care and
    assuming normal use. The warranty period is ___________ (___) [Instruction: Insert he
    number of days, e.g., thirty (30)] days [Comment: these numbers are not provided by the
    law, but can be any number the user chooses] calculated from the date of delivery of
    Work. .

    Developer warrants the Developer’s Work will be performed in a workmanlike manner and
    in conformity with generally prevailing industry standards.

    THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY
    DEVELOPER. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 12 TO THE
    MAXIMUM          EXTENT     PERMITTED       BY    LAW,        DEVELOPER     SPECIFICALLY
    DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR
    WRITTEN, ARISING BY LAW OR OTHERWISE, RELATING TO THIS AGREEMENT
    AND THE SOFTWARE AND ANY SERVICES PROVIDED TO YOU, INCLUDING
    WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
    FITNESS FOR A PARTICULAR PURPOSE AND TITLE OF THIRD PARTY RIGHTS.

13. Limitation of Liability




© Copyright 2013 Docstoc Inc.                                                         7
    Developer does not warrant that backups are made on third party systems, Client has the
    responsibility to commit third party suppliers to perform the recommended backups required
    to ensure minimization of data loss and data integrity. Developer cannot be held responsible
    for software damage, loss of data, loss of content or feeds relating to viruses and Trojans or
    malicious tools on third party system. Developer will not be responsible for usage or no
    usage of software or data from this software.

    NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE TO ANY OTHER
    PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
    DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS, DATA OR
    ANY OTHER LOSS) INCURRED OR SUFFERED BY THE OTHER ARISING AS A
    RESULT OF OR RELATED TO THE PERFORMANCE OF DEVELOPER’S WORK,
    WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IT HAS BEEN ADVISED
    OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

14. Relationship of Parties
    This Agreement does not make either party the agent of the other, or create a partnership,
    joint venture, or similar relationship between the Parties and neither party will have the
    power to obligate the other in any manner whatsoever. Developer acknowledges and agrees
    that its relationship with Client is that of an independent contractor, and Developer will not
    act in a manner that expresses or implies a relationship other than that of an independent
    contractor.

15. Governing Laws; Attorneys' Fees
    This Agreement shall be governed by and construed and enforced in accordance with the
    laws of _________________. The Parties agree that any legal action or proceeding with
    respect to this Agreement may be initiated only in the courts located at _________________.
    By execution and delivery of this Agreement, the Parties submit to and accept with regard to
    any such action or proceedings the exclusive jurisdiction of such courts. If any legal action or
    proceeding is initiated, the prevailing party shall be entitled to all attorney fees, court costs,
    and expenses in addition to any other relief to which such prevailing party may be entitled.
    The United Nations Convention on Contracts for the International Sales of Goods shall not
    apply to this Agreement.


© Copyright 2013 Docstoc Inc.                                                             8
16. Indemnification by Client
    Client hereby agrees that Client shall fully indemnify and completely save harmless
    Developer and any of its directors, officers, employees, agents, and representatives of and
    from any and all liabilities, claims, expenses, damages including reasonable legal fees, and
    disbursements arising out of any claims or suits for damage or injury to person in connection
    with, directly or indirectly, in whole or in part, (i) any negligent act or omission of Client’s
    employees, agents, contractors, directors, officers or any person for whom Client has a legal
    responsibility, or (ii) Client’s failure to comply with any municipal, state, or federal law, or
    (iii) any act or omission which is, or can be determined to be, a breach of any term or
    condition of this Agreement.

    [Instructions: Choose from one of the clauses below]

    Developer hereby agrees that he shall fully indemnify and completely save harmless Client
    and any of his agents or representatives of and from any and all liabilities, claims, expenses,
    damages including reasonable legal fees, and disbursements arising out of any claims or suits
    for damage or injury to person in connection with, directly or indirectly, in whole or in part,
    (i) any negligent act or omission of the Developer’s employees, agents, contractors, directors,
    officers or any person for whom it has a legal responsibility, or (ii) the failure of Developer
    to comply with any municipal, state, or federal law, or (iii) any act or omission which is, or
    can be determined to be, a breach of any term or condition of this Agreement.

                                                OR

    The Developer agrees to defend, indemnify, and hold harmless the Client and any of his,
    agents or representatives from any and all liability, including claims, demands, losses, costs,
    damages, and expenses of every kind and description (including death), or damages to
    persons or property arising out of or in connection with or occurring during the course of this
    Software Development Agreement where such liability is founded upon or grows out of the
    acts or omissions of the officers, employees, or agents of the Developer.

17. General
    a) Publicity Rights. Client expressly grants Developer the right to include Client as a
        customer on Developer’s website or other promotional material in relation to the


© Copyright 2013 Docstoc Inc.                                                           9
        Software for marketing purposes. Client can deny Developer this right at any time by
        submitting a written notice, requesting to be excluded from promotional material. Upon
        receipt of such notice, Developer will remove any reference to Client from such
        promotional material within ___________ (___) [Instruction: Insert he number of
        days, e.g., thirty (◊ 30)] days and make no further reference to Client.
    b) Non-Solicitation. During the Term of this Agreement and without the written approval
        of Developer and/or its authorized representative, Client will not, and will ensure that its
        affiliates will not, directly or indirectly: (i) solicit for employment or for performance of
        any services, any person employed by Developer, or (ii) hire or engage, for any services,
        any person employed by Developer. In the event of a breach of this non-solicitation
        clause, Developer may claim monetary damages from the Client, which Client agrees
        shall be fair and reasonable compensation for Developer.
    c) No Waiver. The failure by any party to exercise any right provided for herein shall not
        be deemed a waiver of any right hereunder.
    d) Effect of Termination. Sections 12 (Warranty and Disclaimer), 13 (Limitation of
        Liability), 15 (Governing Laws; Attorneys' Fees), and this Section 17 shall survive the
        expiration or termination of this Agreement.
    e) Entire Agreement; Modifications. This Agreement constitutes the entire agreement
        between Client and Developer with respect to the subject matter hereof, and supersedes
        all proposals, oral or written, and all other communications between the Parties with
        respect to such subject matter. This Agreement shall not be modified, except by written
        agreement signed by the Parties hereto.
    f) Force Majeure. Developer shall not be liable for and shall be excused from any failure
        to deliver or perform or for delay in delivery or performance due to causes beyond its
        reasonable control, including but not limited to, work stoppages, shortages, civil
        disturbances, terrorist actions, transportation problems, interruptions of power or
        communications, failure of suppliers or subcontractors, natural disasters, or other acts of
        Nature.
IN WITNESS WHEREOF, the Parties have executed this Agreement effective the date first
stated above.




© Copyright 2013 Docstoc Inc.                                                            10
DEVELOPER:                               CLIENT:

Name: ____________________       Name: ____________________

Address: ____________________    Address: __________________

          ____________________           ____________________

Signature: ________________      Signature: _________________

E-mail: ____________________     E-mail:    _________________

Date: ____________________       Date:      _________________




© Copyright 2013 Docstoc Inc.                                   11
                                        SCHEDULE A

Name of the Software:           _____________________




Brief Description

______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________




© Copyright 2013 Docstoc Inc.                                        12
                                    SCHEDULE B – Term




Initial Term:           _____ (__) months/years




Renewal Term:           _____ (__) months/years




Notice Period:          _____ (__) days




© Copyright 2013 Docstoc Inc.                           13
                                       SCHEDULE C




1)      Name of the Project Manager:               __________________________________.




2)      Names of Other Key Personnel of the Developer working on the Project:



a)      Project Leaders

b)      Programmers

c)

d)




3)      Names of Subcontractors for the Project:



a)

b)

c)




© Copyright 2013 Docstoc Inc.                                                   14
                                Schedule D – Price and Payment Terms




The Client agrees to pay to Developer an hourly rate for each of the personnel in accordance
with their qualifications as set forth below:




                                                      Minimum number
                                                      of hours committed
No.        Personnel (#)          Qualification                            Hourly Rate
                                                      per month
                                                                           for each
                                                                           Personnel




  1       Project Manager
                 (__)




  2        Project Leaders
                 (__)




  3      Programmers (__)




© Copyright 2013 Docstoc Inc.                                                         15
Payment Method:         _______________________




Currency:               _______________________




© Copyright 2013 Docstoc Inc.                     16
                         Schedule E – Ownership of Intellectual Property




     [Instructions: Choose from one of the clauses below]

It is hereby agreed between the Parties that the Client will be given the copyright and all
intellectual property rights to the Software and the related source code, documentation,
specifications, and other materials that are designed, developed, and delivered in accordance
with this Agreement.

                                                 OR

It is hereby agreed between the Parties that the copyright and all intellectual property rights to
the Software and the related source code, documentation, specifications, and other materials that
are designed, developed, and delivered in accordance with this Agreement, shall remain with the
Developer; however, Developer shall grant an exclusive license to the Client for the exploitation
of such rights.

OR


It is hereby agreed between the Parties that the copyright and all intellectual property rights to
the Software and the related source code, documentation, specifications, and other materials that
are designed, developed, and delivered in accordance with this Agreement, shall be co-owned by
both the Parties.

[Instruction: The figures, names and numbers provided in the schedules are not required
by law and are only for reference and you are advised to insert terms as per your
requirement.]




© Copyright 2013 Docstoc Inc.                                                             17

				
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Description: This is a document that sets forth the terms of an agreement between a software developer and a client for the creation of specific software. The name and specifications of the software can be included under Schedule A of this agreement. In addition, this agreement includes the delivery date, the initial term, the renewal term, the fees, and maintenance. This agreement can be used by small businesses or other entities that want to hire a software developer to create software according to detailed specifications.