Custom Software Development Contract
Contents
1. To make sure your have filled in all the variables use Word s FIND function to locate any which may contain an unedited variable a Click the Fo icon in the JIAN menu above to turn the expert comments on off a Upon completion delete any unnecessary blank lines that remain a You may format this document any way you like a Delete this page Custom Software Development Agreement lt This is a standard introductory paragraph that lists the parties to the Agreement and the date it is being entered into You need to enter the date of the Agreement the names of the parties the specific type of organization and their addresses Effective Date Date between Owner Founder Company a State Corporation Partnership Sole Proprietorship Resident located at Address City State Zip Code and Name of the programmer programming company Contractor a State Corporation Partnership Sole Proprietorship Resident located at Address Summary amp For the first insert in the first paragraph state the purpose of the computer program exactly what it will do For the second insert enter the basic hardware and operating system of the Company s computer s Company desires Contractor to create a computer program and user manual the Program for the purpose of Enter purpose to operate on the Company s Enter hardware information The Contractor i2. with training of up to x Enter number days of the Company s employees in the use of the Program This training shall be for a period of up to Enter number hours The Training is provided at no charge except that the Company will reimburse the Contractor for the reasonable out of pocket expenses incurred by employees of the Contractor transportation room and board in connection with the training 6 Updates amp Enhancements Although the Contractor is not obligated to update or enhance the Program if it does it will promptly notify the Company who will have the right to acquire the updated material at the Contractor s regular and established prices Following are two versions of Section 7 Ownership of the Program Select the one that best fits your needs Ifthe Contractor will own the Program and license it to the Company for its internal use only then select the first Section 7 However if the Company will own the Program and the Contractor will maintain no interest use the second Section 7 and delete Sections 8 9 10 11 and 14 2 7 Ownership of the Program The entire right title and interest in the Program and all materials relating to the Program belong to the Contractor subject to the license grant set forth in Section 10 of this Contract M Or 7 Ownership of the Program The entire right title and interest in the Program Source Code and all materials relating to the Program be
3. is required to pay the Contractor within a certain indicate time in the third set of brackets period after termination The fourth set of brackets has the amount for the contractor s fee for creating the Final Specifications 2 Establishment amp Payment of Final Price 2 1 Within xx days after the parties agree to the Final Specifications the Contractor agrees to provide the Company with a written price quotation to create and install the Program and to perform the Training Services defined below Assuming the price is satisfactory the Company shall notify the Contractor in writing If the price is not approved by the Company within xx days after it is sent to the Company this Contract shall terminate and the Company shall pay to the Contractor within xx days after that termination the sum of xxx Dollars for services in creating the Final Specifications 2 2 If the Program is completed and installed the Company shall pay to the Contractor the fees established above within ten 10 days after the Certificate of Acceptance as described in Section 3 is or should have been delivered by the Company to the Contractor lt The Contractor will complete the Program within the bracketed period following Final Specification approval After an acceptance test is successfully conducted jointly by the parties the Company will execute a Certificate of Acceptance that it will send to the Contractor The Contractor
4. party had already developed prior to the day this Agreement is signed as evidenced by documents Neither party shall take or cause to be taken any physical forms of Proprietary Information nor make copies of same without the other party s written permission Within three 3 days after the termination of this Agreement or any other time at the other party s request a party shall return to the other party all copies of Proprietary Information in tangible form Despite any other provisions of this Agreement the requirements of this Section shall survive termination of this Agreement 9 License Grant Ifyou are paying to have a program written for you then make it exclusive the programmer can otherwise sell this program to whomever s he chooses The Contractor grants to the Company a non transferable non exclusive right and license to use the Program for the Company s internal purposes only subject to the terms of this Contract the License 10 Multiple Copies For its internal purposes only the Company may make copies of and use the Program on as many computers and terminals as it owns or leases 11 Transfer of Company s License Except for a merger or sale of the Company s business it must receive the Contractor s approval in order to sell or otherwise transfer any copies of the Program Ifyou are the customer of the contractor would reverse or delete this paragraph The Company doe
5. resolved at the request of either party through binding arbitration Arbitration shall be conducted in County State in accordance with the then existing rules of the American Arbitration Association Judgment upon any award by the arbitrators may be entered by any state or federal court having jurisdiction Both parties intend that this Agreement to arbitrate be irrevocable Merely delaying to bring an action that one party has a right to bring does not cause that party to lose or waive his right to pursue that action 16 11 Delay is Not a Waiver No failure or delay by either party in exercising any right power or remedy under this Agreement except as specifically provided in this Agreement shall operate as a waiver of any such right power or remedy Neither party will be blamed if there is a problem resulting from something beyond its control such as an earthquake flood war 16 12 Force Majeure In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any Act of God strike fire flood governmental acts orders or restrictions Internet system unavailability system malfunctions or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non performing party a Force Majeure Event the party who has been so affected shall give notice immediately to the other party and shall use its r
6. Custom Software Development Agreement lt The first part of the Memorandum should be completed and distributed to the other party along with a copy of the Custom Software Development Agreement lt See also Software Development Work for Hire Agreement It s better suited to the company hiring the developer Date Month Day Year To Name of other party From wner Founder Para Subject Custom Software Development Agreement Attached is a Custom Software Development Agreement in order to set forth the exact terms of our contract to develop custom software I believe that it embodies everything we discussed Please read the agreement carefully We recommend that you also have it reviewed by your own qualified legal counsel Time is of the essence Please sign and return it to me asap Thank you very much Click to Visit Web Page From JIAN NOTICE We wish we could provide an agreement that was tailored exactly to your business While this is not always possible we feel that we ve come very close and that this document provides you with the head start that you need to get your deal moving Nevertheless we must make this disclaimer Do Not Use This Agreement As ls This Agreement Is Not Legal Advice Read it Thoroughly and Make All Appropriate Changes to Fit Your Requirements You Should Have this Agreement Reviewed and Approved by a Qualified Attorney at Law Before Using It JIAN Acce
7. actor makes no warranty of any kind express or implied including without limitation warranties of merchantability and fitness for a particular purpose The contractor shall not be liable for any damages whether direct indirect special or consequential The Company agrees that the programs are not consumer goods for purposes of federal or state warranty laws 15 Termination 15 1 Upon payment of the amount stated in Section 2 and pursuant to that section the Company may terminate this Agreement Ifthe Company breaches and does not cure its breach within the period of time inserted in brackets following notice by the Contractor the License terminates and the Company must either erase or return all copies of the Program and any manuals to the Contractor 15 2 If the Company breaches this Agreement and the breach is not cured within x Enter number days after the Contractor notifies the Company the License shall terminate immediately The Company shall then erase and or return to the Contractor all disks or other storage medium bearing the Program and all user manuals lt This section often titled Miscellaneous lists a number of standard clauses found in most agreemenis 16 General Provisions The General Provisions that follow are fairly standard These provisions enhance the balance of the Agreement by defining certain common issues such as notice assignment legal remedies waiver and
8. and the indemnification and confidentiality obligations set forth in the Agreement shall survive the termination of the Agreement by either party for any reason Understood Agreed amp Approved We have carefully reviewed this contract and agree to and accept all of its terms and conditions We are executing this Agreement as of the Effective Date above Company Contractor Owner Founder Contractor Name Title Title Exhibit A Project Description This project description is issued under and subject to all of the terms and conditions of the Software Development Work for Hire Agreement by and between Company and Developer The development work will be performed on a time and material basis not a fixed cost basis Company will invoice Company for periodically for actual applied hours related to the project In the event that the development work is performed in less time than in the initial estimates Company will be invoiced for applied hours Services to be performed and results to be achieved Developer will provide the following services to Company in support of the development of Software Title working name lt God is in the details 1 Developer will wr nd test installer programs for Software Title 2 Developer will write and test six installer programs as described in the Requirements for Installers for Software Title Exhibit B 3 Xxx 4 Deliver a beta test version su
9. attorney fees etc 16 1 Independent Contractors The relationship between both parties established by this Agreement is that of independent contractors and nothing contained in this Agreement shall be construed to give either party the power to direct and control the day to day activities of the other Neither party is an agent representative or partner of the other party Neither party shall have any right power or authority to enter into any agreement for or on behalf of or incur any obligation or liability of or to otherwise bind the other party This Agreement shall not be interpreted or construed to create an association agency joint venture or partnership between the parties or to impose any liability attributable to such relationship upon either party You may or may not want to make this deal public at least limit that event by this agreement and work out if how when see to do that later 16 2 Publicity Neither part 1 make any public announcement or issue any press release concerning the terms of this Agreement without the prior approval of both parties lt Make it clear that you will not try to hire away each others employees If you do or it happens then there is compensation built in and you can avoid further legal proceedings 16 3 Non Solicitation Neither party shall solicit for employment or hire the other s current or future employees either directly or indirectly during the Term of this Agreement without o
10. btaining the other s prior written approval Should an employee change employment from one party to the other the new employer shall pay the old employer a fee equivalent to Twenty Percent 20 of the employee s new compensation annualized for the first year You must decide which state governs this Agreement and where any legal action would be taken Generally it is your company s state of residence 16 4 Governing Law amp Jurisdiction This agreement and the parties actions under this Agreement shall be governed by and construed under the laws of the state of State without reference to conflict of law principles The parties hereby expressly consent to the jurisdiction and venue of the federal and state courts within the state of State Each party hereby irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid to such party at its address set forth in the preamble of this Agreement such service to become effective thirty 30 days after such mailing This Agreement is intended to be the only Agreement and that no other documents or communications are binding Therefore it is very important to make sure that everything Company and Client have agreed to is included in this Agreement Otherwise it is as if it were not agreed to 16 5 Entire Agreement This Agreement including the attached exhibits constitutes t
11. easonable best efforts to resume performance Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period However if the period of nonperformance exceeds sixty 60 days from the receipt of notice of the Force Majeure Event the party whose ability to perform has not been affected may by giving written notice terminate this Agreement effective immediately upon such notice or at such later date as is therein specified This section limits the ability of either party to transfer any of its rights or delegate any of its duties to third parties lt You want to make sure that you can sell your business along with all of the relationships you have developed along the way Often these relationships can add tremendous value to your business and you want to make sure that all of your agreements can be transferred to the new owners wouldn t want to seek let alone pay for permission to sell my company Generally neither party may assign their respective rights to a third party however with the possible exception of assignment to a successor corporation or partnership either party may transfer its rights or obligations under this Agreement without the approval of the other party This Agreement would be binding on the 3 party lt However you may want to limit each other s ability to pass along this deal to another possibly unknown and possibly unfriendly entity The
12. ffective three 3 days after deposit with postal authorities Inthe event of a lawsuit or any legal proceeding involving this Agreement the losing party will have to pay the winning party his or her costs and expenses including reasonable attorney fees 16 8 Costs of Legal Action In the event any action is brought to enforce this Agreement the prevailing party shall be entitled to recover its costs of enforcement including without limitation attorneys fees and court costs lt Legal remedies i e mo damages may not be sufficient therefore both parties agree to equitable remedies Suellen injunction where the breaching party would be required to do or not to do something 16 9 Inadequate Legal Remedy Both parties understand and acknowledge that violation of their respective covenants and Agreements may cause the other irreparable harm and damage that may not be recovered at law and each agrees that the other s remedies for breach may be in equity by way of injunctive relief as well as for damages and any other relief available to the non breaching party whether in law or in equity amp Assuming the parties wish to use Arbitration in the event of a dispute the following section should be included You take your chances with an arbitrator but it keeps legal costs down and keeps you out of a drawn out legal process 16 10 Arbitration Any dispute relating to the interpretation or performance of this Agreement shall be
13. he entire Agreement between both parties concerning this transaction and replaces all previous communications representations understandings and Agreements whether verbal or written between the parties to this Agreement or their representatives No representations or statements of any kind made by either party which are not expressly stated in this Agreement shall be binding on such parties Any changes to this Agreement must be in writing and signed by the party against whom that writing is to be used 16 6 All Amendments in Writing No waiver amendment or modification of any provisions of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom such waiver amendment or modification is sought to be enforced Furthermore no provisions in either party s purchase orders or in any other business forms employed by either party will supersede the terms and conditions of this Agreement All notices between the parties must be in writing and either delivered in person or by certified or registered mail return receipt requested 16 7 Notices Any notice required or permitted by this Agreement shall be deemed given if sent by registered mail postage prepaid with return receipt requested addressed to the other party at the address set forth in the preamble of this Agreement or at such other address for which such party gives notice hereunder Delivery shall be deemed e
14. itable for select Company customers for testing amp evaluation 5 Xxx Start Date Xxx xx 20xx Estimated Completion Date Xxx xx 20xx Primary Contact For questions of clarity and continuity throughout the project Developer primary point of contact at Company will be Product Manager Product Manager available at 123 456 7890 xxx xxx com Tools to be provided to Developer a Licensed copy of Net a XXX m XXX Milestone Schedule Developer will provide the installers to Company in a timely manner as defined in the milestone schedule below Deliverables Date Due Fee Requirements Delivered to Developer by Company Tools delivered to Developer by Company Prototype Installers delivered to Company by Developer Alpha versions of Installers to Company by Developer Beta version of Installers to Company by Developer Final versions of Installers to Company Schedule Fees are based on the following Developer rate schedule Project Management Project Leader Team member QA B Support Cost Developer to invoice Company periodically monthly for work performed Understood amp Agreed Xxx XX 20Xx Xxx XX 20Xx XxxX XX 20Xx XxxX XX 20Xx Xxx XX 20Xx Xxx XX 20Xx 150 hr 60 hr 40 hr 40 hr 40 hr Company Developer Owner Founder Title By Title Title Date Date Exhibit B Certificate of Acceptance The undersigned Compan
15. long to the Company 8 Proprietary Information This is a standard non dj ysure provision so that both parties agree that any confidential information disclosed to ther is the property of the disclosing party and such information in addition to the terms of this Agreement may not be disclosed to third parties The exception to this is when the disclosing party can prove that it already had the information or the information becomes available to the general public This non disclosure requirement continues to be effective even upon or after termination of this Agreement Each party acknowledges that it may be furnished with or may otherwise receive or have access to information or material which relates to past present or future products software research development inventions processes techniques designs or technical information and data marketing plans and so on The Proprietary Information Each party agrees to preserve and protect the confidentiality of the Proprietary Information and all of its physical forms whether disclosed to the other party before this Agreement is signed or afterward In addition a party shall not disclose or disseminate the Proprietary Information for its own benefit or for the benefit of any third party The previously stated obligations do not apply to any information which 1 is publicly known 2 is given to a party by someone else who is not obligated to maintain confidentiality or 3 a
16. ould still be enforced Basically ignore any sections that are invalid 16 14 Severability If any provisions of this Agreement are held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law they are to that extent to be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect The headings of the various sections are meant to explain or otherwise give meaning to those sections they are for convenience only 16 15 Cumulative Rights Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative upon all other rights and remedies described in this section and allowed under applicable law 16 16 Headings The titles and headings of the various sections and sections in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever or to explain modify or place any construction upon or on any of the provisions of this Agreement Every copy shall be just as valid as the original 16 17 Counterparts This Agreement may be executed in multiple counterparts any one of which will be considered an original but all of which will constitute one and the same instrument lt Even after the termination of the Agreement the parties may still have certain responsibilities such as keeping information confidential 16 18 Survival of Certain Provisions The warranties
17. pts No Liability for the Effectiveness of This Document For Your Purposes 0000 Free Access to Attorneys Accountants amp Consultants in Your Area We re building a network of business experts who are eager to help you when you need it They can review your work make sug ns handle unique situations and introduce you to influential people On our website you can sear y expertise and location then e mail or jump straight to their website Although they are professionals and charge for their services most offer an initial consultation free of charge They re in your area and you can contact them directly a Please visit our website under Expert Referral Network Ongoing Update Service Keeps You Current Things change laws change the world changes new ideas come along all the time When you register you can access our website to get updates and changes like new and improved spreadsheets and documents They can be downloaded directly to your computer a Please visit our website under Updates a Remember to bookmark our website www JIAN com Editing Your Sample Contract Since this entire agreement is formatted in Word you can edit it like any other Word document You can jump from variable to variable by clicking the above lt green arrows JIAN Menu which will take you forward backward and highlight the entire sample text identified within the brackets simply edit type over with your information
18. s not have the right to sell or otherwise transfer its copies of the Program or the license granted in Section 9 without the express written consent of the Contractor except in connection with its merger or the sale of all or substantially all of its assets In the event of such a merger or sale the permitted successor must notify the Contractor of its succession to the Company s rights and agree in writing to be bound by the terms of this Agreement 12 Labels Each copy of the Program must be conspicuously labeled or otherwise marked in such a manner that indicates that the material is property of the Contractor and may not be used or copied except as permitted by this Agreement 13 Defects Ifthe Program proves to be defective within the period of time inserted in the brackets following execution of the Certificate of Acceptance the Contractor will remedy the problem However the Company modifications will void this warranty In the event of any defect in the Program within Enter number year s after the date of the Certificate of Acceptance the Company shall notify the Contractor in writing At no charge the Contractor shall then take prompt action to remedy and correct any failure of the Program to meet the Final Specifications However if the Company makes modifications to the Program the remedy set forth in this Section 13 shall not apply 14 Waiver of Warranty This is a standard warranty disclaimer The contr
19. s willing to create the Program subject to the terms set forth below In consideration for the mutual promises covenants and agreements made below the parties intending to be legally bound agree as follows Section 1 sets forth the approval procedure for the software development process For the first insert indicate the number of days after this Agreement is entered into that the parties will meet to discuss the Specifications for the second insert indicate the number of days following that meeting that the Contractor must submit the Specifications to the Company 1 Creation of Specifications Within xx days after the above date the Contractor will meet with the Company to discuss the performance specifications flow charts and acceptance test standards for the Program Within xx days after that meeting the Contractor will provide the Company with flow charts and performance specifications for the Program After the Contractor incorporates the Company s modifications if any the parties will approve in writing the final flow charts performance specifications and acceptance test standards the Final Specifications further described in Exhibit A attached Inthe first set of brackets in Section 2 the Contractor will give the Company a quotation If the Company does not approve of the quotation within the amount of time entered into the first set of brackets this Agreement terminates and the Company
20. second paragraph prevents unauthorized transfer of responsibilities CHOOSE one or the ME these two following paragraphs 16 13 Assignability amp Binding Effect Except as expressly set forth within this Agreement neither party may transfer or assign directly or indirectly this Agreement or its rights and obligations hereunder without the express written permission of the other party not to be unreasonably withheld provided however that both parties shall have the right to assign or otherwise transfer this Agreement to any parent subsidiary affiliated entity or pursuant to any merger consolidation or reorganization provided that all such assignees and transferees agree in writing to be bound by the terms of this Agreement prior to such assignment or transfer Subject to the foregoing this Agreement shall be binding upon and inure to the benefit of the parties hereto their successors and assigns lt sOr This paragraph DOES NOT ALLOW either party to transfer its rights to a successor company without prior approval 16 13 Non Assignability amp Binding Effect Except as otherwise provided for within this Agreement neither party may assign any of its rights or delegate any of its obligations under this Agreement to any third party without the express written permission of the other Any such assignment is deemed null and void If any part of this Agreement is unenforceable or invalid the balance of the Agreement sh
21. will then complete and deliver ele to the Company within the final bracketed period 3 Creation of the Program Within xx days after agreeing to the Final Specifications the Contractor will create test and then deliver to the Company the software portion of the Program that the Company will install onto its computer A representative of the Contractor and the Company will then jointly perform an acceptance test If the Program does not meet the Final Specifications the Contractor shall promptly correct and re submit the Program for acceptance testing When the Program performs in accordance with the Final Specifications the Company shall deliver to the Contractor a Certificate of Acceptance see Exhibit B Once the Certificate of Acceptance is delivered the Contractor shall prepare the applicable user manuals and deliver them within xx days after the date of the Certificate of Acceptance 4 Modifications If the Company desires to modify the Final Specifications it shall notify the Contractor and the Contractor shall quote a price and revised timetable that will be incorporated into a Change Order signed by both parties amp Assuming that training is included complete the following section The first insert describes the number of employees who will be trained and the second insert establishes the training period 5 Training Upon delivery of the Program to the Company the Contractor shall provide the Company
22. y acknowledges that the Program has been found to perform according to the Final Specifications of the Contract and accepts the Program Month Day Year Owner Founder Title
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