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
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].
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
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:
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.
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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
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
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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