SOFTWARE DEVELOPMENT AGREEMENT ============================== Disclaimer — not legal advice. This template is provided free of charge, as is and with no warranty of any kind, and using it creates no attorney-client relationship. It is jurisdiction-neutral: you are responsible for adapting it, for your own legal and tax compliance, and for having a qualified professional in your jurisdiction review it before you rely on it. Full terms: https://trycolo.co/terms-of-use This Software Development Agreement ("Agreement") is made on [EFFECTIVE DATE] between: Developer: [YOUR NAME / STUDIO NAME], of [YOUR ADDRESS], email [YOUR EMAIL] (the "Developer") Client: [CLIENT LEGAL ENTITY NAME], of [CLIENT ADDRESS], email [CLIENT EMAIL] (the "Client") ------------------------------------------------------------ 1. Structure of this Agreement ------------------------------ 1.1 This Agreement sets the terms for all software development work between the parties. The specific work for each phase is described in a Statement of Work ("SOW") signed by both parties and attached as a numbered schedule (SOW 1, SOW 2, and so on). 1.2 Each SOW states: the features and deliverables, the technology stack, environments, acceptance criteria, engagement model, fees, and schedule. If an SOW conflicts with this Agreement, this Agreement prevails unless the SOW expressly says otherwise. 2. Engagement model ------------------- 2.1 Each SOW uses one of the following models: (a) Fixed price. The Developer delivers the defined scope for a fixed fee, paid by milestone. Work outside that scope is a change request under clause 4. (b) Time and materials (sprints). The Developer works in [ONE / TWO]-week sprints at [CURRENCY] [HOURLY OR DAILY RATE]. At the start of each sprint the Client prioritizes the backlog; at the end the Developer demonstrates completed work. Estimates are good-faith forecasts, not fixed quotes. 2.2 Team. The Developer will staff the project with [NUMBER] developer(s). Any subcontractor is bound by confidentiality and IP terms no less protective than this Agreement. 3. Acceptance testing --------------------- 3.1 On delivery of each milestone or release, the Client has [NUMBER] business days (the "Test Period") to test it against the acceptance criteria in the SOW, in the agreed staging environment. 3.2 The Client reports defects in writing, with steps to reproduce. The Developer fixes reported defects that are failures to meet the acceptance criteria and redelivers, starting a new Test Period limited to the fixes. 3.3 Deemed acceptance. A delivery is accepted on the earlier of: written acceptance; the end of the Test Period without a written defect report; or the Client's use of the delivery in production. 3.4 Severity. Severity | Definition | Target response -------- | ----------------------------------------- | ----------------------- Critical | System unusable, no workaround | [NUMBER] business hours Major | Core function impaired, workaround exists | [NUMBER] business days Minor | Cosmetic or low-impact | Next scheduled release 4. Change requests ------------------ 4.1 Either party may propose a change. The Developer responds within [NUMBER] business days with the effect on scope, fee and schedule. 4.2 No change is binding until both parties approve it in writing. For time-and-materials SOWs, new items may be added to the backlog without a formal change request, subject to the budget cap in the SOW. 5. Fees and payment ------------------- 5.1 Fees are set out in each SOW. For fixed-price SOWs, a deposit of [PERCENTAGE]% is due on signature of the SOW. For time-and-materials SOWs, the Developer invoices [AT THE END OF EACH SPRINT / MONTHLY / IN ADVANCE FOR EACH SPRINT]. 5.2 Invoices are due within [NUMBER] days. Overdue amounts carry interest at [LATE PAYMENT RATE] or the maximum permitted by law, if lower. The Developer may suspend work on any invoice more than [NUMBER] days overdue. 5.3 Third-party costs (hosting, domains, paid APIs, app store fees, licensed components) are paid by the Client directly, or re-charged at cost with prior approval. 5.4 Fees exclude applicable taxes. 6. Intellectual property ------------------------ 6.1 Custom code. On payment in full for an SOW, the Developer assigns to the Client all rights in the source code, object code and documentation written specifically for the Client under that SOW ("Custom Code"). 6.2 Background IP. The Developer keeps ownership of code, libraries, frameworks, templates, tools and know-how that it created before this Agreement or that are of general application ("Background IP"). The Developer grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use, modify and run the Background IP as part of the delivered software. 6.3 Open source. The software may include open source components, listed in [SCHEDULE / README / DEPENDENCY MANIFEST]. They are licensed under their own terms, which the Client accepts. The Developer will not, without the Client's written approval, include components under licenses that require the Client to publish its proprietary source code. 6.4 Before payment. Until payment, the Client has a limited license to use deliveries for testing only. 6.5 Portfolio. The Developer may describe the project and show non-confidential screenshots in its portfolio, [WITH / WITHOUT] naming the Client. 7. Access, credentials and hosting ---------------------------------- 7.1 The source code repository is held in [THE CLIENT'S ORGANIZATION ACCOUNT / THE DEVELOPER'S ACCOUNT, TRANSFERRED ON FINAL PAYMENT]. 7.2 The Client is the account holder for production hosting, domains, app store listings and paid third-party services. The Client grants the Developer the access needed to perform the work and may revoke it at the end of the engagement. 7.3 On termination or completion, and after payment, the Developer delivers the latest source code, build instructions and any credentials it created for the project, and removes its own access on request. 8. Security and data -------------------- 8.1 The Developer will follow reasonable security practice during development, including: keeping secrets out of source control, using least-privilege access, and applying available security updates to dependencies during the build. 8.2 Where the Developer processes personal data on the Client's behalf, it will do so only on the Client's instructions and for the purposes of this Agreement, and the parties will sign any data processing terms the law requires. 8.3 The Developer does not guarantee that the software is free from vulnerabilities, and is not responsible for security after handover, or for infrastructure it does not control. 9. Warranty and support ----------------------- 9.1 For [NUMBER] days after acceptance of each release, the Developer will fix, at no charge, defects where the software fails to meet the SOW acceptance criteria. 9.2 The warranty does not cover: changes made by anyone other than the Developer; third-party services, APIs or hosting outages; new features; or use outside the agreed environments. 9.3 Ongoing maintenance and support after the warranty period are available under a separate retainer. 9.4 Except as stated in this clause, the software is provided "as is". 10. Confidentiality ------------------- 10.1 Each party keeps the other's confidential information private, uses it only for this Agreement, and protects it with reasonable care, during the Agreement and for [NUMBER] years after. 11. Term and termination ------------------------ 11.1 This Agreement continues until terminated. Either party may terminate it, or any SOW, on [NUMBER] days' written notice. 11.2 Either party may terminate immediately for material breach not fixed within [NUMBER] days of written notice. 11.3 On termination the Client pays for work performed up to the termination date. Clause 6.1 then applies to Custom Code paid for. 12. Liability ------------- 12.1 Each party's total liability under this Agreement is limited to the fees paid under the SOW giving rise to the claim in the [12] months before the claim. 12.2 Neither party is liable for lost profits, lost data, business interruption or indirect loss. 13. General ----------- 13.1 The Developer is an independent contractor. 13.2 Governing law: [GOVERNING LAW]. Venue: [JURISDICTION / VENUE]. 13.3 This Agreement and signed SOWs are the entire agreement. Changes must be in writing. ------------------------------------------------------------ Signatures ---------- Developer | Client ------------------------------- | ------------------------------- Signature: ____________________ | Signature: ____________________ Name: [YOUR NAME] | Name: [CLIENT SIGNATORY NAME] Title: [YOUR TITLE] | Title: [CLIENT SIGNATORY TITLE] Date: [DATE] | Date: [DATE] ------------------------------------------------------------ SOW 1 summary (attach full SOW) Item | Detail ---------------- | ---------------------------------- Engagement model | [FIXED PRICE / TIME AND MATERIALS] Deliverables | [SUMMARY] Tech stack | [LANGUAGES, FRAMEWORKS, HOSTING] Fee / rate | [CURRENCY] [AMOUNT OR RATE] Budget cap (T&M) | [CURRENCY] [AMOUNT] Schedule | [START DATE] to [END DATE] ------------------------------------------------------------ How to use this template 1. Sign this Agreement once per client, then attach a new SOW for each phase. 2. Pick the engagement model in each SOW, and write acceptance criteria you can test. 3. Decide where the repository and production accounts live before the first commit. 4. Fill in your Background IP list if you reuse significant internal tooling. 5. Have a professional review your completed version once for your jurisdiction. Template provided by Colo (trycolo.co). Not legal advice — review with a qualified professional in your jurisdiction.