Free software development agreement
Software development contracts can be both legally and factually complex, and it is almost always a good idea to set out the basis upon which the software is being developed in a written contract.
Our aim in preparing this template was to simplify the contractual provisions while producing a document that was flexible enough for use in a wide range of situations.
The basic obligations of the developer here are to produce software meeting a written specification and to deliver that software to the customer by some agreed means, all within a pre-defined timetable. The developer's obligations are, however, subject to the customer performing its obligations under the agreement - e.g. providing feedback or content - on time.
Software development agreements may provide that copyright and other intellectual property rights in the software are assigned or licensed to the customer. More complex agreements may provide for a combination of licensing and assignment. This agreement assumes that rights in the software will be assigned to the customer, although third-party code and other third-party materials included with the software may be carved out from the assignment.
This template is equivalent to our basic software development agreement. The only difference is that this template includes a section crediting/attributing the template to us. Please use the basic contract if you want to remove that section.
The standard and premium software development agreements that we publish include a range of clauses that are omitted from this template. The omitted clauses cover user acceptance testing, set up of the software in the customer's environment or a cloud environment, payment of expenses by the customer, the retention and delivery of timesheets by the developer, obligations of confidentiality, indemnities, and many other matters besides.
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Free software development agreement contents
- Definitions: definitions.
- Credit: docular credit (free software development agreement); free documents licensing warning.
- Term: commencement of term; end of term: indefinite, or software delivered, services completed and payment made.
Development Services : obligation to provide development services; timetable for software development and delivery; delays in development services consequent upon second party delays; software development coding standards; keep second party informed of development services progress; availability of software to second party during development.- Assignment: assignment of IPR on delivery with full title guarantee option; assignment of owned IPR in software on delivery; assignment for full term of rights; assignment includes right to claim for past infringements.
Third Party Materials : licensing of third party materials (software).- Customerobligations: general second party obligations.
- Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
- Warranties: first party general warranties; software licence warranties; warranty of legality of software and documentation; software and documentation IPR infringement warranty; breach of software infringement warranty; second party warranty of authority; exclusion of implied warranties and representations.
- Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
Force Majeure Event : obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.- Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
- Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
- Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
- Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
- General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
SCHEDULE 1 (SOFTWARE DEVELOPMENT PARTICULARS)
- Specification of
Software : specification of software prompt. Third Party Materials : prompt for identification of third party materials.- Timetable: timetable prompt.
- Financial provisions: financial provisions prompt.
