Legal Contract Templates Software Development Contract

Writing the Software Development Contract document

COMPUTER SOFTWARE DEVELOPMENT AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Developers and company name Customer Recitals A. Developers have experience and expertise in the development of Computer Software Software B. Customer desires to have Developers develop Software for them. C. Developers desire to develop Customers Software on the terms and conditions set forth in Exhibit attached hereto the Specifications Definitions Deliverables shall mean the Software provided in object and or source format as set forth in the Specifications and subject to Developers Proprietary Rights documentation or other materials required to be delivered by Developers to Customer as set forth in the Specifications. Critical Deliverables shall mean Deliverables that have Milestone date as outlined in the Specifications that must be transmitted to Customer on or before specific date.

Source Code shall mean the readable forms together with make and build files. Beta shall mean any and all Deliverables provided to Customer prior to the Launch Date. Final shall mean any and all Deliverables provided to Customer that are in accordance with the Specifications and accepted by Customer as completion of particular Deliverable. Launch Date shall mean the date that the Product is first available for use by the public. Software shall mean the computer software program described in the Specifications that is to be developed by Developers including all Enhancements made under this Agreement. Product shall mean software for computer or an end user. Schedule shall mean the schedule for completion of the Deliverables as set forth in the Specifications. Delivery shall mean transmitted by Developers to Customers electronically and in accordance with security measures agreed upon by both parties in accordance with the Specifications.

Services shall mean any training customization enhancement or other labor performed by Developers as required by the Specifications. Error shall mean malfunctions or defect within the Software or Deliverable that prevents it from conforming to the Specifications. Internet shall mean any system for distributing digital or electronic information to end users via transmission broadcast or any other form of delivery whether direct or indirect known or subsequently developed. Specifications shall mean the specifications for the Product and Services as detailed and attached to this Agreement as Exhibit that includes detailed specifications and instructions for all required Deliverables features and functionality and complete production schedule for each Deliverable and Milestone. Term shall mean the period of time commencing on the Effective Date of this Agreement and continuing indefinitely until this Agreement is terminated. User Interface shall mean all navigational devices menus menu structures or arrangements icons visual mechanisms metaphors or help and other operational instructions and all other components of any source or object computer code that comprises the Software. Web shall mean the World Wide Web containing pages written in hypertext markup language HTML and or any similar successor technology. Web Page shall mean document that may be viewed in its entirety on the Web.

Web Site shall mean collection of inter related Web pages or documents accessible through Web page browser interface or any other similar successor technology. Developers Proprietary Material shall mean all intellectual property rights in any text images or other components and or materials owned by Developers or which Developers have the legal right to use that are delivered to Customer including but not limited to software related documentation source code scripts object code logos graphics or tag lines. Customers Proprietary Material shall mean all intellectual property rights in any text images or other components and or materials owned by Customer or which Customer has the legal right to use that are delivered to Developers including but not limited to software related documentation Customer marketing material logos graphics or tag lines. Developer Code shall mean all Developers Proprietary Material or software Source Code existing as of the date of this Agreement that is to be incorporated into the Source Code of the Product. The license terms for Developer Code will be stated in the Specifications. Documentation shall mean all user guides reference integration installation or implementation manuals that describe in detail the operation of the Software that is normally provided by Developer as part of its deliveries to its customers.

Development Activities shall mean any activities undertaken by Developer in the development of the Software and Documentation satisfying the Specifications pursuant to this Agreement. Enhancements shall mean error corrections bug fixes modifications and updates not included in the Specifications with respect to the Software. Milestone shall mean each development or Deliverable reached by Developers and agreed upon in writing between Developers and Customer. Milestone Payment shall mean payment obligation related to the achievement and acceptance of particular Milestone. Acceptance shall mean completion of Deliverable that conforms to the Specifications and is mutually agreed upon in writing by both Developers and Customer. Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Developers hereby agree as follows.

1. Development of Software. Developers agree to installation management documentation and development of the Software and Software based operations according to the compensation terms listed on Exhibit attached hereto. 2. Specifications. Developers agree to develop the Software pursuant to the Specifications set forth in Exhibit attached hereto the Specifications 3. Delivery Dates and Milestones. Developers will use reasonable diligence in the development of the Software and endeavor to deliver to Customer operational Software no later than delivery date. Customer acknowledges however that this delivery deadline and the other payment milestones listed in Exhibit are estimates and are not required delivery dates unless otherwise noted in the Specifications. Deliverables defined as Critical Deliverables shall be outlined in Exhibit and shall contain the delivery date and terms of delivery of the Critical Deliverable. Developers will be retaining the Source Code for the Software and providing Customer with the output formats only. The output is to be used only within the scope of the Software as outlined in Exhibit and does not include the following. replication duplication or otherwise copying the Software in any form not authorized by Developers creating new Software based on the code its functions or other Proprietary Rights as outlined in Paragraph sale or distribution of the code in any form or any relinquishment of copyright by Developers in any way. 4. Ownership Rights. Except for Customers Proprietary Material defined below contained in the Software Developers shall hold all right title and interest in and to the Software. Specifically but without limitation Developer shall hold all right title and interest in and to all text graphics animation audio components and digital components of the Software the Content all interfaces navigational devices menus menu structures or arrangements icons help and other operational instructions and all other components of any source or object computer code that comprises the Software all literal and nonliteral expressions of ideas that operate cause create direct manipulate access or otherwise affect the Content and all copyrights patents trade secrets and other intellectual or industrial property rights in the Software or any component or characteristic thereof. Customer shall not do anything that may infringe upon or in any way undermine Developers right title and interest in the Software as described in this Paragraph 4. Notwithstanding the above Customer shall retain and Developer shall have no Proprietary Rights whatsoever in all of Customers intellectual property rights in any and all text images or other components and or materials owned by Customer or which Customer has the legal right to use that are delivered to Developers including but not limited to software related documentation Customer marketing material logos and tag lines Customers Proprietary Material Developers agree that it shall not use Customers Proprietary Material for any other purpose than those expressly set forth in this Agreement.

5. Software Development. Software Development and Services described here are provided for Linux Windows Macintosh Sun Solaris UNIX systems only unless otherwise specified. Unless otherwise agreed upon by Developers and Customer any modifications required to the Software code or other component related to its operation that are result of third party changes to resources required by the Software shall be considered ADDITIONAL and will fall outside of the Specifications. Third party modifications may include but are not limited to. patches fixes security flaws errors updates upgrades or any other changes to third party operating systems plug ins or any required resources not created by Developers. 6. Specific Enhancements. Developers and Customer acknowledge that at some time during the Term of this Agreement that enhancements to the Software may be proposed by either Developer or Customer which fall outside of the scope of the Specifications. Upon such proposal Developers shall confer in good faith with Customer concerning the feasibility of developing such enhancements and the time frame for developing testing and incorporating such enhancements. Developers and Customer shall mutually agree in writing as to whether Developers shall pursue the development of such enhancements and if so which party will fund such development. The Specifications will be amended to include such enhancements. 7. Backups and Redundancies for Development.

Developers will maintain off site storage of all stages of the Source Code and other backup media related to this Agreement to ensure Software integrity and protection and will be responsible for setting up daily procedure for backing up all data. Developers agree to update all backups of code on daily basis unless otherwise agreed upon in the Specifications. Backups will be maintained for one year from the acceptance date of the project. 8. Acceptance. The terms and conditions contained in this Section will apply to the initial release of the Software as well as to subsequent release upgrades enhancements or any other version thereof. Customer shall evaluate any beta or final version of each Deliverable and shall submit an acceptance or rejection to Developers within days days after Customers receipt of an agreed upon transmission of each Deliverable. 9. Testing and Quality Assurance. Developers agree to thoroughly test the Software Product including without limitation each and every release version and enhancement thereof as appropriate under the circumstances at all appropriate stages of development and shall document its testing by written test documents delivered to Customer. Developers will submit its test plans to Customer so as to ensure that Customers standards of quality are maintained and Developers agree to subsequently modify the test plans to accommodate Customers requests if Customer reasonably deems necessary. Quality Assurance or test documentation shall include detailed descriptions of the tests conducted their results and any outstanding or unresolved issues. Developers will not deploy the Product Software or any enhancement thereof unless Customer and Developers agree upon such action in writing. 10. Adherence to Schedule.

If Developers fail transmission of any Critical Deliverable within the dates specified in the Schedule or fail to meet Milestone as defined in the Specifications then Breach of Agreement Breach shall be considered to have occurred. Customer may. amend the Schedule to include correction period; or suspend the Schedule until the problem is corrected at the sole expense of Developers subject to Customers reasonable satisfaction; or terminate this Agreement. Delivery of all Deliverables not defined in the Specifications as Critical Deliverables shall be considered estimates and delivery shall not be subject to Breach. Developers shall not be held responsible for any delays due to. milestones missed by Customer delays due to Customer Deliverables delays due to transmission equipment failure strikes riots disasters or other natural occurrences. 11. Support Services. Developers will be available to respond to Customers questions about Software and Software problems. Developers will staff help desk with combination of phone and email support services from 9. am to 5. pm Monday through Friday time zone. Developers will be responsible for maintaining an ongoing log of support requests actions taken and track user support requests to completion. 12. Compensation. For all of Developers services under this Agreement Customer shall compensate Developers in cash pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit Developers have the right but are not obligated to pursue any or all of the following remedies. terminate the Agreement remove equipment owned by Developers whether leased to Customer by Developers or not and any Developers Personnel or Staff from Customer location bring legal action or Customer may suspend development of the Software and is responsible for any schedule changes required and additional financial impact. 13. Confidentiality. Customer and Developers acknowledge and agree that the Specifications and all other documents and information related to the development of the Software the Confidential Information will constitute valuable trade secrets of Developers. Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Developers prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. 14. Limited Warranty and Limitation on Damages.

How to write my General Project Work Order (With Deposit) document (alternate or related contract document)

WORK ORDER company name address address city state or province zip or postal code Phone phone number DATE. current date Order WorkOrder Bill To. company name city state or province zip or postal code

Phone phone number For. Insert what you are doing for the customer here DESCRIPTION* HOURS RATE AMOUNT TOTAL DEPOSIT REQUIRED Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Company hereby agree as follows. 1. Development of Project or Services. Customer agrees to engage Company to develop the Project as described above*. 2. Delivery of Project or Services. Company will use reasonable diligence in the development of the project and endeavor to deliver to Customer an operational project no later than delivery date. Customer acknowledges however that this delivery deadline is an estimate and not required delivery date. 3. Ownership Rights. Company shall hold all right title and interest in and to all copyrights patents trade secrets and other intellectual or industrial property rights in the project or any component or characteristic thereof which are proprietary to the Company. Customer shall not do anything that may infringe upon or in any way undermine Companys right title and interest in the project as described in this paragraph 3. Notwithstanding the above Customer shall retain all of its intellectual property rights in any components it owns and transmits to Company for use in the project. 4. Compensation. For all of Companys services under this Agreement Customer shall compensate the Company in cash the amount specified in the total above. In the event Customer fails to make any of the payments referenced by the deadline set forth as invoiced Company has the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement remove the project from public access bring legal action. 5. Limited Warranty and Limitation on Damages. Developers warrant the project will conform to the Specifications. If the project does not conform to the Specifications the Company shall be responsible to correct the project without unreasonable delay at the Companys sole expense and without charge to Customer to bring the project into conformance with the Specifications. This warranty shall be the exclusive warranty available to the Customer. Customer waives any other warranty express or implied. Customer acknowledges that the Company does not warrant that the project will work on all platforms. Customer acknowledges that the Company is not responsible for the results obtained by the Customer. Should the Customer cancel quit or otherwise terminate the project for any reason Company reserves the full and exclusive right to apply any monies received from the Customer against the Customers outstanding invoice or bill. Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to the Company. 6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and the Company and their respective successors and assigns provided that the Company may not assign any of its obligations under this Agreement without prior written consent of Customer. ACCEPTANCE OF AGREEMENT. The above prices specifications and conditions are hereby accepted. The Company is authorized to execute the project as outlined in this Agreement. Payment will be made as proposed above. company name

By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed company name By signator authorized signature or signer.

Job title of signator authorized signature or signer. Date when the contact was signed Customer Initials Company Initials

How to write my Contract Milestone Acceptance Signoff Form document (alternate or related contract document)

company name Milestone Acceptance Signoff address address city state or province zip or postal code Phone phone number DATE. current date Order WorkOrder Client. company name

city state or province zip or postal code Phone phone number For. General Description of Project Deliverable Please initial the following sections which detail the project deliverable contracted between company name and company name and sign the Acceptance of Agreement at the bottom of this page. Initials Description of Completed Milestone Acceptance of Milestone Insert Milestone number here Milestone description here ACCEPTANCE OF AGREEMENT. I certify that have received the above project deliverable from company name and that the deliverable listed above has been demonstrated delivered or otherwise completed to my satisfaction. Clients signature

Writing the Project Development Short Form Contract document (alternate or related contract document)

company name Work Order address address city state or province zip or postal code Phone phone number DATE. current date

Order WorkOrder Bill To. company name city state or province zip or postal code Phone phone number For. What you are doing for the customer here

DESCRIPTION HOURS RATE AMOUNT TOTAL Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Developers hereby agree as follows. 1. Development of Web Site Digital Media. Developers agree to develop the Web Site and other Digital Media according to the terms expressed by the customer and recommended by the developers. 2. Delivery of Web Site Digital Media. Developers will use reasonable diligence in the development of the Web Site and endeavor to deliver to Customer an operational Web Site no later than delivery date. Customer acknowledges however that this delivery deadline and the other payment milestones listed in Section are estimates and are not required delivery dates. 3. Ownership Rights. Developers shall hold all right title and interest in and to the Web Site Media. Specifically but without limitation Developer shall hold all right title and interest in and to all text graphics animation audio components and digital components of the Web Site the Content all interfaces navigational devices menus menu structures or arrangements icons help and other operational instructions and all other components of any source or object computer code that comprises the Web Site all literal and non literal expressions of ideas that operate cause create direct manipulate access or otherwise affect the Content and all copyrights patents trade secrets and other intellectual or industrial property rights in the Web Site or any component or characteristic thereof. Customer shall not do anything that may infringe upon or in any way undermine Developers right title and interest in the Web Site as described in this paragraph 3. Notwithstanding the above Customer shall retain all of its intellectual property rights in any text images or other components it owns and transmits to Developers for use in the Web Site. 4. Compensation. For all of Developers services under this Agreement Customer shall compensate Developers in cash the amount specified in the total above. In the event Customer fails to make any of the payments referenced by the deadline set forth in Exhibit Invoice Developers have the right but are not obligated to pursue any or all of the following remedies. terminate the Agreement remove the Web Site and or Digital Media bring legal action. 5. Limited Warranty and Limitation on Damages. Developers warrant the Web Site will conform to the Specifications. If the Web Site does not conform to the Specifications Developers shall be responsible to correct the Web Site without unreasonable delay at Developers sole expense and without charge to Customer to bring the Web Site into conformance with the Specifications. This warranty shall be the exclusive warranty available to the Customer. Customer waives any other warranty express or implied. Customer acknowledges that Developers do not warrant that the Web Site will work on all platforms. Customer acknowledges that Developers are not responsible for the results obtained by the Customer on the Web Site. Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Developers as set forth in Exhibit attached hereto. 6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Developers and their respective successors and assigns provided that Developers may not assign any of his obligations under this Agreement without Customers prior written consent. ACCEPTANCE OF AGREEMENT. The above prices specifications and conditions are hereby accepted. The designer is authorized to execute the project as outlined in this agreement. Payment will be made as proposed above. Customers signature Designers signature Date THANK YOU FOR YOUR BUSINESS.