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Custom Software Development Agreement

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Custom Software Development Agreement Powered By Docstoc
					A Custom Software Development Agreement is between a company and a software
developer. The agreement contains the terms, and the conditions under which a
software developer develops the software for the company owner. 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. Use this form if one
is a company engaging the services of a software developer.
                  CUSTOM SOFTWARE DEVELOPMENT
                           AGREEMENT
This Custom Software Development Agreement (the “Agreement”) is made and entered into this
__________ day of ________________, 20_____, by and between
__________________________________, a _______________ Corporation with its principal
place of business located at ____________________________________________ (“Company”)
and ___________________________________ of ___________________
___________________________ (“Developer”).

                                      RECITALS

       WHEREAS, Company owns certain software described on the attached Exhibit A (the
       “Software”);

       WHEREAS, Company desires to employ Developer to provide development services for
       the Software;

       AND WHEREAS, Developer is ready, willing to provide such development services
       subject to the terms and conditions as set forth in this Agreement.

In consideration of the mutual promises contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:

1.     TERM

This Agreement shall come into effect from the date above written and shall continue for an
initial period of one (1) year, unless otherwise earlier terminated in accordance with the terms of
this Agreement. Thereafter, this Agreement shall automatically renew for subsequent one-year
periods, unless either party terminates this Agreement by providing a written notice at least thirty
(30) days prior to the end of the initial term or any renewal term.

2.     DEVELOPMENT SERVICES

Developer shall perform the development services described on the attached Exhibit B
(“Services”). Developer shall use its best reasonable efforts to perform the Services in a
workman like manner consistent with all applicable professional, commercial or industry
standards in practice. Developer shall complete delivery of the Deliverables, in accordance with
the tasks and milestones mentioned in the attached Exhibit B.

3.     PREPARATION OF DEVELOPMENT PLAN

Upon execution of this Agreement and before commencing the Services hereunder, Developer
shall prepare a development plan ("Development Plan”) and submit it for approval by Company.
The Development Plan shall include: detailed Specifications, list of Deliverables to be delivered


© Copyright 2013 Docstoc Inc.                                                              2
under this Agreement and delivery schedule specifying delivery date for each Deliverable. Upon
receipt of the said Development Plan, Company shall have seven (7) days to review and approve
the Development Plan. Upon approval of the Development Plan by Company, it will be
incorporated into the Exhibit B and will be deemed to be a part of this Agreement.

4.     EXCLUSIVITY

For and during the Term of this Agreement, Developer shall render the Services agreed
hereunder solely and exclusively for Company and shall not perform any similar Services for any
other person or entity without the prior written consent of Company.

5.     ACCEPTANCE

Upon completion of the Deliverables, Developer shall deliver the Deliverables including any
supporting documentations or records to Company for evaluation purposes. Company shall have
fourteen (14) days from the date of delivery of the deliverables to inspect, review, test and
evaluate the Deliverables whether or not they are in conformity with the specifications
mentioned on the attached Exhibit B. Company may in its discretion either accept or reject such
Deliverables. Upon acceptance, Company shall provide Developer with a written acceptance of
Deliverables. Upon rejection of the Deliverables Company shall provide a written statement of
defects to be remedied by Developer. Developer shall promptly within reasonable time correct
such defects and or errors and return the Deliverables for re-evaluation by Company. Company
shall within fourteen (14) days after such redelivery of the Deliverables provide Developer with
either a written acceptance of Deliverables or a statement of defects or errors to be re-corrected.
This procedure shall be repeated until Company accepts the Deliverable in full or finally rejects
the Deliverables and terminates this Agreement.

6.     CHANGES IN SPECIFICATION

Developer agrees that Company may at any time make necessary additions, deletions or other
changes to the specifications or the delivery schedule. Company shall submit request for changes
specifying the desired changes to Developer. Upon written notice of any such changes by
Company, Developer shall evaluate such proposal in accordance with its standard rates and
charges. Developer shall then submit to Customer a written response specifying the additional
charges, delivery dates and warranty provisions, within fourteen (14) working days following
receipt of a proposal.

7.     STATUS REPORTS

Developer shall submit complete and accurate quarterly reports to Company specifying the status
of development, any identified problems, current and planned staffing and whether Developer
expects to meet the plan, specifications, and any other information specifically requested by
Company.

8.     OWNERSHIP




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(a)     The Software and all information, reports, studies, modules, object or source code,
flowcharts, diagrams, design documents and other tangible or intangible materials relating to the
Software or related documentation and all copies thereof (“Deliverables”) produced during or as
a result of the Services provided by Developer hereunder shall solely and exclusively belong to
Company. Developer agrees that Company will own all source code and any background
technology used by Developer in the development of the Software. Developer agrees not to use
the source code or background technology in any of its future assignments without the prior
written consent of Company.

(b)     Developer agrees that all Deliverables under this Agreement shall be considered “works
made for hire” for the benefit of Company and of which Company shall be deemed the author. If
any Deliverables are not deemed works made for hire, Developer hereby irrevocably grants,
assigns and transfers to Company all right, title and interest of any kind, nature or description in
and to such Deliverables arising out of the Services, including but not limited to patents,
copyrights, trade secrets and other intellectual property rights.

9.     DEVELOPER REPRESENTATIONS, WARRANTIES

Developer represents and warrants on a continuing basis that:

(a)    Developer has full rights to enter into this Agreement and has full power and authority to
execute and deliver this Agreement and to perform all obligations under this Agreement.

(b)     The execution, delivery and performance of this Agreement by Developer will not
conflict with or violate any provision of law, rule, regulation, authorization or judgment of any
governmental authority nor will it conflict with or result in any breach of, or constitute a default
under, any agreement, commitment, contract or other arrangement, or undertaking to which
Developer is a party.

(c)    Developer does not engage in any other work or services on its behalf or for any other
party which would jeopardize or conflict with its obligations under this Agreement.

(d)     Developer is under no obligation or restriction that may in any way interfere or conflict
with, Developer's performance under this Agreement or would restrict any of the rights and
licenses granted by Developer to Company under this Agreement.

(e)    The Software and the Deliverables delivered hereunder shall be free of liens and
encumbrances of any kind. To the best of Developer’s knowledge and belief, the Deliverables
developed under this Agreement, will not infringe any intellectual property rights or any other
proprietary rights of any third party.

10.    COMPANY REPRESENTATIONS AND WARRANTIES

Company represents and warrants that:




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(a)    Company has full rights to enter into this Agreement and has the power and authority to
execute and deliver this Agreement and to perform its obligations hereunder.

(b)     The execution, delivery and performance by Company of this Agreement and any related
agreement, document, or instrument now or hereafter executed will not conflict with or violate
any provision of law, rule, regulation, authorization or judgment of any governmental authority
nor will it conflict with or result in any breach of, or constitute a default under, any agreement,
commitment, contract or other arrangement, or undertaking to which Developer is a party.

11.    FEES

In consideration of the development services performed by Developer under this Agreement,
Company shall pay to Developer such commissions as set forth in the Exhibit C attached hereto.

12.    EXPENSES

Company shall reimburse Developer for any reasonable pre-approved costs incurred in
connection with the Services including any costs for obtaining any development software or
commercial software which Developer deems necessary to complete the development of the
Software here under.

13.    AUDIT RIGHTS

Developer shall maintain books and records and other evidence pertaining to all costs and
expenses incurred in connection with the Services. Company shall be entitled to audit at any time
Developer’s books and records to confirm the accuracy of costs reported by Developer to
Company. Such audit shall be performed at the expenses of Company, by providing at least
_________ days’ prior written notice to Developer. Such audit shall be conducted during normal
business hours.

14.    SOFTWARE SUPPORT

Developer agrees to provide to Company the Software support as set forth in Exhibit D hereto.

15.    CONFIDENTIAL INFORMATION

(a)     For the purpose of this Agreement, the term “Confidential Information” shall mean any
information in the form of written, graphic, machine readable or other tangible form disclosed by
one party to the other pursuant to the terms of this Agreement, including but not limited to data,
code, finances, business plans and computer software, any information designated in writing as
confidential. Confidential Information may also include any oral information disclosed by one
party to the other pursuant to the terms of this Agreement, provided that such information is
designated as confidential at the time of disclosure and reduced to writing by the disclosing
party, within thirty (30) days after its oral disclosure. All source code, however, shall be
considered Confidential Information whether or not it is so marked.




© Copyright 2013 Docstoc Inc.                                                             5
(b)     Each party shall treat all Confidential Information of the other party as confidential, and
shall not use such Confidential Information except as contemplated herein. Each party shall
implement reasonable procedures to prohibit any unauthorized disclosure or misuse of the other
party's Confidential Information and shall not intentionally disclose such Confidential
Information to any third party except for the purposes of this Agreement. Each of the parties
shall use the same procedures and degree of care that it uses to prevent the disclosure of its own
confidential information to prevent the disclosure of Confidential Information disclosed to it by
the other party under this Agreement, but in no event less than reasonable care.

(c)    Neither Company nor Developer shall be liable to the other with regard to any
Confidential Information which:

       (i) was publicly available at the time it was disclosed or becomes publicly available
       through no fault of the receiver;

       (ii) was known to the receiver, without similar confidentiality restriction, at the time of
       disclosure;

       (iii) is disclosed with the prior written approval of the discloser;

       (iv) was independently developed by the receiver without any use of the Confidential
       Information; or

       (v) becomes known to the receiver, without similar confidentiality restriction, from a
       source other than the discloser without breach of this Agreement by the receiver.

(d)    Each party shall be entitled to disclose the other's Confidential Information to the extent
required by any order or requirement of a court, administrative agency, or other governmental
body, provided that the receiver shall provide prompt, advance notice thereof to enable the
discloser to seek a protective order or otherwise prevent such disclosure.

16.    NON-COMPETITION

Developer agrees that it shall not, during the term of this Agreement and for a period of two (2)
years immediately following termination of this Agreement, either directly or indirectly, through
similar services to any company, or partnership of which Developer is a partner or employee or
through any corporation or other entity in which Developer has any interest or by whom is
employed, compete with Company or any of its affiliates or subsidiaries.

17.    NON-SOLICITATION

Developer shall not, during the term of this Agreement and for a period of two (2) years
immediately following termination of this Agreement, either directly or indirectly, call on,
solicit, or take away, or attempt to call on, solicit or take away, any of the customers or clients of
Company on whom Developer called or became acquainted with during the terms of this




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Agreement, either for their own benefit, or for the benefit of any other person, firm, corporation
or organization.

18.    TERMINATION

(a)     Company or Developer may terminate this Agreement at any time, for convenience by
giving thirty (30) day’s written notice to the other.

(b)     Company or Developer may terminate this Agreement by giving _________ day’s
written notice in the event of a material breach of the terms and obligations of this Agreement by
the other party, which breach is not cured within the notice period.

(c)    Company or Developer may terminate this Agreement in the event either party:

       (i) terminates or suspends its business;

       (ii) becomes subject to any bankruptcy or insolvency proceeding; or

       (iii) becomes insolvent or becomes subject to direct control by a trustee, receiver or
       similar authority.

19.    WARRANTY AND DISCLAIMER

Developer warrants the Services will be performed in a workmanlike manner, and in conformity
with all applicable professional, commercial or industry standards. Company must report in
writing any deficiencies in Services of Developer within fourteen (14) days of Company’s
receipt of the Deliverables. Company’s exclusive remedy for the breach of the warranty provided
here under will be the re-performance of Services within a commercially reasonable time. THIS
WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES,
WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL
OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR
PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.

20.    LIMITATION OF LIABILITY

EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, NEITHER PARTY SHALL,
UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER FOR ANY
CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR EXEMPLARY DAMAGES
(INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF ANTICIPATED
BUSINESS, LOSS OF DATA, OR BUSINESS LOSSES) EVEN IF SUCH DAMAGES ARE
FORESEEABLE, AND EVEN IF THE BREACHING PARTY HAS BEEN APPRISED OF
THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. THE LIMITS OF THIS SECTION
SHALL NOT PRECLUDE CLAIMS FOR ACTUAL AND DIRECT DAMAGES, INCLUDING
WITHOUT LIMITATION EXPENSES AND CHARGES INCURRED BY A PARTY AS A




© Copyright 2013 Docstoc Inc.                                                             7
RESULT OF THE OTHER PARTY’S BREACH AND EXPENSES AND CHARGES TO
MITIGATE DAMAGES RESULTING FROM THE OTHER PARTY’S BREACH.

SUBJECT TO THE LIMITATIONS SET FORTH ABOVE, AND EXCEPT WITH RESPECT
TO INDEMNIFICATION ARISING FROM INTENTIONAL BREACH, WILLFUL OR
INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY’S LIABILITY
TO THE OTHER FOR DAMAGES CLAIMS SHALL BE LIMITED TO
_____________________________.

21.    INDEMNIFICATION

Developer shall defend, indemnify, hold harmless and insure Company from any and all
damages expenses or liability, resulting from or arising out of any negligence or misconduct on
the part of Developer, or from any breach or default of this Agreement which is caused or
occasioned by the acts of Developer. Developer shall insure that its employees and affiliates take
all actions necessary to comply with the terms and conditions set forth in this Agreement.

22.    INDEPENDENT CONTRACTOR

Developer shall perform its obligations hereunder as an independent contractor. Nothing
contained herein shall be construed to imply a partnership, joint venture, or principal and agent
relationship between the parties, and neither party shall have any right, power or authority to
create any obligation, express or implied, on behalf of the other in connection with the
performance hereunder.

23.    FORCE MAJEURE

Any delay or non-performance of any provision of this Agreement caused by conditions beyond
the reasonable control of the performing party, including but not limited to, natural disasters, acts
of god, power failure, fire, flood, labor, disputes, riots, war and epidemics (“Force Majeure
Event”), shall not constitute a breach of this Agreement, provided 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 such Force
Majeure Event. If any Force Majeure Event continues for a period longer than two (2) months,
this Agreement may be terminated by delivering a written notice to the other party.

24.    NOTICES

All notices given pursuant to this Agreement shall be in writing and may be hand delivered, or
shall be deemed received within five (5) business days after mailing if sent by registered or
certified mail, return receipt requested. If any notice is sent by facsimile, confirmation copies
must be sent by Registered Mail or hand delivery to the specified address. Either party may from
time to time change its Notice Address by written notice to the other party.


If to Company:



© Copyright 2013 Docstoc Inc.                                                               8
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________

If to Developer:

__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________

25.    INJUNCTIVE RELIEF

Each party acknowledges that a breach by it of any covenants contained in this Agreement could
result in damages to the other party which damages could not adequately be compensated for by
monetary award. Accordingly, each party agrees that in the event of any such breach by such
party, in addition to all other remedies available to any other party at law or in equity, such other
party will be entitled as a matter of right to apply to a court of competent jurisdiction for such
relief by way of restraining order, injunction, decree or otherwise, as may be appropriate, to
ensure compliance with the provisions of this Agreement.

26.    GOVERNING LAW

This Agreement is governed by and construed in accordance with the laws of the state of
_______________ and the parties hereto irrevocably submit to the non-exclusive jurisdiction of
the Courts of the state of ___________________ in relation to any dispute or matter arising out
of or in connection with this Agreement.

27.    ASSIGNMENT

This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and
their respective successors and assigns, but neither party may assign this Agreement, by
operation of law or otherwise, without the prior written consent of the other.

28.    AMENDMENT

No alteration, amendment, waiver, cancellation or any other change in any term or condition of
this Agreement shall be valid or binding on either party unless the same shall have been mutually
assented to in writing by both parties.

29.    WAIVER

The failure of either party to enforce at any time any of the provisions of this Agreement, or the
failure to require at any time performance by the other party of any of the provisions of this



© Copyright 2013 Docstoc Inc.                                                               9
Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor
in any way affect the right of either party to enforce each and every such provision thereafter.
The express waiver by either party of any provision, condition or requirement of this Agreement
shall not constitute a waiver of any future obligation to comply with such provision, condition or
requirement.

30.      SEVERABILITY

If any provision in this Agreement shall be found or be held to be invalid or unenforceable in any
jurisdiction in which this Agreement is being performed, then the meaning of said provision shall
be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible
interpretation would save such provision, it shall be severed from the remainder of this
Agreement which shall remain in full force and effect. In such event, the parties shall negotiate,
in good faith, a substitute, valid and enforceable provision which most nearly affects the parties'
intent in entering into this Agreement.

31.      CONFLICT

In the event of any conflict or inconsistencies between the provisions of this Agreement and the
provisions of any exhibits attached hereto or the provisions of any documents incorporated by
reference, the provisions of this Agreement shall prevail.

32.      ENTIRE AGREEMENT

The terms and conditions herein contained constitute the entire agreement between the parties
and supersede all previous agreements and understandings, whether oral or written, between the
parties hereto with respect to the subject matter hereof.


IN WITNESS WHEREOF, the parties have executed this Agreement by their respective, duly
authorized representatives as of the date first above written.



Company:

BY:      ______________________________________

DATE: _________________

Print Name:

Title:

Address:




© Copyright 2013 Docstoc Inc.                                                           10
Telephone No.:


Developer:

BY:      _______________________________________

DATE: ________________

Print Name:

Title:

Address:


Telephone No.:




© Copyright 2013 Docstoc Inc.                      11
                                EXHIBIT A

                                SOFTWARE




© Copyright 2013 Docstoc Inc.               12
                                       EXHIBIT B

                                     Development Plan


1.   Development Task Description.


2.   Specifications.


3.   Development Schedule, Milestones and Deliverables.


4.   Special Terms and Conditions.




© Copyright 2013 Docstoc Inc.                             13
                                EXHIBIT C

                                PAYMENT


Engineering fees

Software royalty




© Copyright 2013 Docstoc Inc.               14
                                    EXHIBIT D

                                SOFTWARE SUPPORT




© Copyright 2013 Docstoc Inc.                      15
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Entire document copyright © Docstoc®, Inc., 2010 - 2013 All Right Reserved




© Copyright 2013 Docstoc Inc.                                                                                                 16
USTOMER

(a) In no event shall Developer be liable to Customer for lost profits of Customer, or special or
    consequential damages, even if Developer has been advised of the possibility of such
    damages.

(b) Developer's total liability under this Agreement for damages, costs and expenses, regardless
    of cause, shall not exceed the total amount of fees paid to Developer by Customer under this
    Agreement [OPTIONAL: "or $[AMOUNT], whichever is greater"].

(c) Developer shall not be liable for any claim or demand made against Customer by any third
    party except to the extent such claim or demand relates to copyright, trade secret or other
    proprietary rights, and then only as provided in the section of this Agreement entitled
    Intellectual Property Infringement Claims.

(d) Customer shall indemnify Developer against all claims, liabilities and costs, including
    reasonable attorney fees, of defending any third party claim or suit arising out of the use of
    the Software provided under this Agreement, other than for infringement of intellectual
    property rights. Developer shall promptly notify Customer in writing of any third party
    claim or suit and Customer shall have the right to fully control the defense and any settlement
    of such claim or suit.

19. CONFIDENTIALITY

During the term of this Agreement and for ____ [6 months to 5] 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.

Confidential information does not include information that:

                 the Developer knew before Customer disclosed it

                 is or becomes public knowledge through no fault of Consultant




© Copyright 2010 Docstoc Inc. registered document proprietary, copy not                      13
                 Developer obtains from sources other than Customer who owe no duty of
                  confidentiality to Customer, or

                 Developer independently develops.

       [OPTIONAL--USE WHERE DEVELOPER OWNS SOFTWARE:] Customer
acknowledges that the Software is Developer's sole and exclusive property. Customer shall treat
the Software on a confidential basis and shall not, at any time, disclose the trade secrets
embodied in the Software 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 Software. Customer shall devote its reasonable best efforts to
ensure that all persons afforded access to the Software and supporting documentation protect
Developer's trade secrets against unauthorized use, dissemination or disclosure. [END
ALTERNATIVE 2]

20. TERM OF AGREEMENT

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 this Agreement.

21. TERMINATION OF AGREEMENT

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 30 days after written notice of such breach is sent to the other party.

       If Developer terminates this Agreement because of Customer's default, all of the
following shall apply:

(a) Customer shall immediately cease use of the Software.

(b) Customer shall, within 10 days of such termination, deliver to Developer all copies and
    portions of the Software and related materials and documentation in its possession furnished
    by Developer under this Agreement.

(c) All amounts payable or accrued to Developer under this Agreement shall become
    immediately due and payable.

(d) All rights and licenses granted to Customer under this Agreement shall immediately
    terminate.

        [OPTIONAL:] This Agreement may be terminated by Customer for its convenience upon
thirty 30 days' prior written notice to Developer. Upon such termination, all amounts owed to
Developer under this Agreement for accepted work shall immediately become due and payable




© Copyright 2010 Docstoc Inc. registered document proprietary, copy not             14
and all rights and licenses granted by Developer to Customer under this Agreement shall
immediately terminate. [END OPTION]


22. TAXES

The charges included here do not include taxes. If Developer is required to pay any federal, state
or local sales, use, property or value added taxes based on the services provided under this
Agreement, the taxes shall be separately billed to Customer. Developer shall not pay any interest
or penalties incurred due to late payment or nonpayment of such taxes by Customer.

23. DEVELOPER AN INDEPENDENT CONTRACTOR

       Developer is an independent contractor, and neither Developer nor Developer's staff is, or
shall be deemed, Client's employees. In its capacity as an independent contractor, Developer
agrees and represents, and Customer agrees, as follows:

         [INCLUDE ALL OF PROVISIONS 6a-j THAT APPLY:]

(a) Developer has the right to perform services for others during the term of this Agreement
    subject to noncompetition provisions set out in this Agreement, if any.

(b) Developer has the sole right to control and direct the means, manner and method by which
    the services required by this Agreement will be performed.

(c) Developer has the right to perform the services required by this Agreement at any place or
    location and at such times as Developer may determine.

(d) Developer will furnish all equipment and materials used to provide the services required by
    this Agreement, except to the extent that Consultant's work must be performed on or with
    Customer's computer or existing software.

(e) The services required by this Agreement shall be performed by Developer, or Developer's
    staff, and Customer shall not be required to hire, supervise or pay any assistants to help
    Developer.

(f) Developer is responsible for paying all ordinary and necessary expenses of its staff.

(g) Neither Developer nor Developer's staff shall receive any training from Customer in the
    professional skills necessary to perform the services required by this Agreement.

(h) Neither Developer nor Developer's staff shall be required to devote full-time to the
    performance of the services required by this Agreement.

(i) Customer shall not provide insurance coverage of any kind for Developer or Developer's
    staff.



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(j) Customer shall not withhold from Developer's compensation any amount that would
    normally be withheld from an employee's pay.

         [OPTIONAL:]

24. NON-SOLICITATION OF DEVELOPER'S EMPLOYEES

Customer agrees not to knowingly hire or solicit Developer's employees during performance of
this Agreement and for a period of [TIME PERIOD, USUALLY SIX MONTHS TO TWO
YEARS] after termination of this Agreement without Developer's written consent. [END
OPTION]

         [OPTIONAL:]

25. MEDIATION AND ARBITRATION

If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with
the help of a mutually agreed-upon mediator in the following location ___________ [LIST CITY
OR COUNTY WHERE MEDIATION WILL OCCUR]. Any costs and fees other than attorney
fees associated with the mediation shall be shared equally be the parties.

If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties
agree to submit the dispute to binding arbitration in the following location ___________ [LIST
CITY OR COUNTY WHERE ARBITRATION WILL OCCUR] under the rules of the American
Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in
any court with jurisdiction to do so. [END OPTION.]

      [OPTIONAL:]
26. ATTORNEY FEES

If any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to
reasonable attorney fees, costs and expenses. [END OPTION]

27. GENERAL PROVISIONS

(a) Complete Agreement: 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.

(b) Modifications to Agreement: Modifications and amendments to this Agreement, including
    any exhibit or appendix hereto, shall be enforceable only if they are in writing and are signed
    by authorized representatives of both parties.



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(c) Applicable law: This Agreement will be governed by the laws of the State of [LIST
    APPLICABLE STATE]

(d) Notices: All notices and other communications given in connection with this Agreement
    shall be in writing and shall be deemed given as follows:

                      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 notice of the change in accordance with this paragraph.

(e) No Agency: nothing contained herein will be construed as creating any agency, partnership,
    joint venture or other form of joint enterprise between the parties.

(f) Assignment: The rights and obligations under this Agreement are freely assignable by either
    party. Customer shall retain the obligation to pay if the assignee fails to pay as required by
    this Agreement.




SIGNATURES

Each party represents and warrants that on this date they are duly authorized to bind their
respective principals by their signatures below.

Customer: [NAME OF CUSTOMER]

By: ____________________________________


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                  (Signature)

________________________________________
      (Typed or printed name)

Title: _________________________________

Date: _________________


Developer: [NAME OF DEVELOPER]

By: ____________________________________
             (Signature)

________________________________________
      (Typed or printed name)

Title: _________________________________

Date: _________________




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DOCUMENT INFO
Description: A Custom Software Development Agreement is between a company and a software developer. The agreement contains the terms, and the conditions under which a software developer develops the software for the company owner. 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. Use this form if one is a company engaging the services of a software developer.
This document is also part of a package Software Development Starter Kit 17 Documents Included