Written software development agreement

There are several different types of software development contracts to suit different needs. Whether you are freelancing as a software developer or running a software development agency, you can expect to face many challenges and risks.

You are required to constantly update software and technology, handle intellectual property issues, and deal with clients who do not know how the final product will be created or do not meet your requests promptly. By creating a software development contract, you are allowed to keep the code you create during a project. Depending on which jurisdiction you are in, you may also be able to keep anything you develop that can be regarded as the property of a client.

Nonetheless, if you are undertaking a complex project that requires you to spend hours writing code, you can use the code for future projects if you specify that you retain ownership in the contract. When you are creating a new website, your client may provide you with written content, logos, images, and other elements. Software Developer will sign, upon request, any documents needed to confirm that the Software or any portion thereof is a Work Made for Hire and to effectuate the assignment of its rights to Software Patent Co..

Software Developer will assist Software Patent Co. Software Developer will sign any such applications, upon request, and deliver them to Software Patent Co.. Software Developer represents and warrants that the Software is unique and original, is clear of any claims or encumbrances, and does not infringe upon the rights of any third parties.

Software Developer warrants that it is authorized to enter into this agreement and that its performance thereof will not conflict with any other agreement.

In the event that Software does not perform in accordance with such Specifications during such Warranty Period, Software Developer shall, at its expense and in an expeditious fashion, make all necessary changes and modifications to Software to correct such failure to perform.

Software Developer agrees that, for a period of [number] years following the conclusion of Warranty Period, it will maintain Software to the standards set forth herein, for a fee to be mutually agreed on between the parties on or before the Acceptance Date. Maintenance shall include debugging all errors in Software brought to the attention of Software Developer, if such errors can be fixed.

Confidential Information. If such information is disclosed orally, or through demonstration, in order to be deemed Confidential Information, it must be specifically designated as being of a confidential nature at the time of disclosure and reduced in writing and delivered to the receiving party within [number] [ ] days of such disclosure.

Notwithstanding the foregoing, Confidential Information shall not include information which: i is known to the receiving party at the time of disclosure or becomes known to the receiving party without breach of this Agreement; ii is or become publicly known through no wrongful act of the receiving party or any subsidiary of the receiving party; iii is rightfully received from a third party without restriction on disclosure; iv is independently developed by the receiving party or any of its subsidiary; v is furnished to any third party by the disclosing party without restriction on its disclosure; vi is approved for release upon a prior written consent of the disclosing party; vii is disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.

Software Developer agrees that it will not disclose any Confidential Information to any third party and will not use the Software Patent Co. Software Developer further agrees that Confidential Information shall remain the sole property of the Software Patent Co.

If the Client requests such a change, the Developer will use its best efforts to implement the requested change at no additional expense to the Client and without delaying delivery of the Software. The Client agrees and acknowledges that the judgment regarding any delay or additional expense shall be made solely by the Developer. Development and delivery of the Software under this Agreement are not in violation of any other agreement that the Developer has with another party.

The Software will not violate the intellectual property rights of any other party. For a period of [Time frame] after the Delivery Date, the Software shall operate according to the Specifications. If the Software malfunctions or in any way does not operate according to the Specifications within that time, then the Developer shall take any reasonably necessary steps to fix the issue and ensure the Software operates according to the Specifications.

No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties. This Software Development Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of [State] and subject to the exclusive jurisdiction of the federal and state courts located in [County] , [State].

Delivery The Software shall function in accordance with the Specifications on or before the Delivery Date. Intellectual property rights in the software The Parties acknowledge and agree that the Client will hold all intellectual property rights to the Software including, but not limited to, copyright and trademark rights.

Change in specifications The Client may request that reasonable changes be made to the Specifications and tasks associated with the implementation of the Specifications.