A Customer Software Development is an agreement between a company/individual and
a software developer that outlines terms and conditions in which a software developer
develops a piece of software for a company/individual. This agreement provides for
payment provisions, the developer transferring all of his/her/its rights to the software
developed and a dispute resolution clause. This document in its draft form contains
numerous of the standard clauses commonly used in these types of agreements;
however, additional language may be added to allow for customization to ensure the
specific terms of the parties’ agreement are addressed. This document is useful for
individuals or entities entering into agreements with software developers.
CUSTOMER SOFTWARE DEVELOPMENT AGREEMENT
THIS CUSTOMER SOFTWARE DEVELOPMENT AGREEMENT (the
“Agreement”) is entered into this ______ day of ________________, 20______, between
_________________ (the “Client”) and __________________ (the “Developer”).
WHEREAS the Client wishes to obtain the services of the Developer to provide software
development services to the Client according to the following terms, provisions and conditions:
1. As requested by the Client and agreed to by the Developer, from time to time, whether in
writing, by purchase order, or verbally, the Developer shall provide consulting and software
development services on a time and expenses basis to the Client according to the terms of this
2. The primary purpose of this Agreement is to continue the computer programming
development of a _____________________ software application (the “Project”).
3. The total solution being developed includes:
(i) a _________________ software application that will enable the Client to
(ii) a ___________________________ application server that processes
_________________ transactions to and from __________ aggregators.
4. Once the Developer agrees to commence the Project for the Client, the Developer will
plan its activities and staffing according to the hours required for the Project.
5. If the Client wishes to reduce the hours required for the Project after the Project has been
commenced, the Client must elect that the reduction will not take effect for at least _____ (__)
days from the date of notice to the Developer.
6. For the period commencing ____________, 20_____, and continuing until either party
has terminated this Agreement in writing, the Client will pay to the Developer a monthly/bi-
weekly sum of _____________ ($________) dollars .
7. At the end of each month, the Client may request additional payments for the following
month based on estimated work efforts required to meet time-sensitive deliverables.
8. The Client will potentially make continued commitments for further work and additional
compensation if additional resources are required.
9. The Client will reimburse the Developer for any reasonable expenses incurred by the
Developer on behalf of the Client.
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10. Within _____ (__) days after services are provided by the Developer to the Client, the
Client shall pay to the Developer for invoiced services rendered and reasonable expenses
incurred on behalf of Client.
11. If at any time following the commencement of the Project by the Developer, should the
Client desire a change in the Developer's performance under this Agreement, the Client shall
submit to the Developer, a written proposal specifying the desired changes.
12. The Developer will evaluate each such proposal at its standard rates and charges. The
Developer shall submit to the Client a written response to each such proposal within ____ (___)
business days following receipt thereof. The 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 payment to the Developer as set out in Section 6 above, the
delivery date or warranty provisions of this Agreement.
13. The Client shall have ________ (__) days from the date of delivery of the software in
final form to inspect, test and evaluate it to determine whether the software satisfies the Client, or
as established by the Developer and approved by the Client prior to testing.
14. If the software does not satisfy the Client, the Client shall give the Developer written
notice stating why the software is unacceptable. The Developer shall have _______ (___) days
from the receipt of such notice to correct the deficiencies. The Client shall then have _____ (___)
days to inspect, test and evaluate the software. If the software still does not satisfy the Client, the
Client shall have the option of either repeating the Project or terminating this Agreement
pursuant to this Agreement. If the Client does not give written notice to the Developer within the
initial _______ (___) day inspection, testing and evaluation period or any extension of that
period, that the software does not satisfy the Client, the Client shall be deemed to have accepted
the software upon expiration of such period.
15. The Client warrants that the Developer will have the appropriate right, title, and interest
to the software development tools used, and the work product will not infringe any rights of third
parties due to such software.
16. The Developer will assign to the Client, the Developer’s entire right, title and interest in
the Project and anything created or developed by the Developer for the