Framework software development agreement (standard)

Our mid-length framework software development will be usually suitable for use in relation to ongoing software development contracts involving SME customers.

Intellectual property rights in software produced under this agreement will be assigned to the customer, rather than licensed (although of course rights in third party software incorporated into the deliverables are treated separately, and licensed rather than assigned).

Consider also the premium version of this document, which includes the kinds of clauses that corporate clients might expect to see in framework software development contract. The extra clauses cover: change control, contract management, party representatives, customer materials incorporated into the software, source code, personal data processing, non-solicitation and export controls.

Ask about this document

Framework software development agreement (standard) contents

Definitions: definitions.
Term: commencement of term; end of term.
Statements of Work: agreeing statements of work; form of statements of work; termination of statements of work.
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.
Set Up Services: obligation to provide set up services; set up services timetable; delays in set up services consequent upon
Customer
delays; software set up services and intellectual property rights.
Acceptance procedure: obligation to carry our acceptance tests; licence to conduct software acceptance tests; assistance with acceptance tests; notification of results of acceptance tests; software deemed to pass acceptance tests; information upon notice of failure to pass acceptance tests; consequences of software acceptance test failure; number of acceptance testing rounds; consequences of acceptance of software.
Assignment IP: assignment of IPR on acceptance with full title guarantee option; assignment of owned IPR in software on acceptance; assignment for full term of rights; assignment includes right to claim for past infringements.
Framework Software: grant of non-expiring licence to use framework software; no sub-licensing of framework software; right to sub-license framework software; use of framework software limited to specified persons; framework software licence prohibitions; security of licensed framework software.
Third Party Materials: licensing of third party materials (software).
Customer
obligations: general second party obligations; access to computer systems.
Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
Timesheets: obligation to keep timesheets; obligation to supply timesheets.
Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
Confidentiality obligations:
Developer
confidentiality undertaking;
Customer
confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to delete confidential information following termination; confidentiality obligations after termination.
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.
Acknowledgements and warranty limitations: software not error free; software not entirely secure; software compatibility is limited; no legal etc advice with software.
Indemnities: indemnity (flexible, with definition); conditions upon first party indemnity; indemnity (flexible, with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
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.
Assignment: assignment by first party; assignment by second party.
No waivers: no unwritten waivers of breach; no continuing waiver.
Severability: severability of whole; severability of parts.
Third party rights: third party rights: benefit; third party rights: exercise of rights.
Variation: variation in writing and signed.
Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
Law and jurisdiction: governing law; jurisdiction.
Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (FORM OF STATEMENT OF WORK)

Specification of Software: specification of software prompt.
Third Party Materials: prompt for identification of third party materials.
Set Up Services: specification of software set up services prompt.
Timetable: timetable prompt.
Financial provisions: financial provisions prompt.

Developer

Customer

Framework software development agreement (standard) document editor preview

This is a shortened preview of the editor interface; once you create your instance you'll be able to edit the full document in our online editor.

Framework software development agreement (standard) document preview

This is a shortened preview of the DOCX output; once you create your instance you'll be able to download the full document in PDF, HTML, RTF and/or DOCX (Microsoft Word) format.

Which licence should I choose?

Version	1.2
First published	1 Oct 2018
Last updated	27 Jan 2023
Law	English law and EU law
Language	English (UK)
^†Word count	9,848
^†Template pages	24

† These figures are approximations.

IT law Software development Agreement Framework agreement

Framework software development agreements

We do not limit the number of copies of a template you can make on your own computer. Nor do they limit the number of times you can print and sign a document. We do however limit the number of copies of a template you can create in the Docular editor, and also the number of websites / digital products with respect to which a template may be used.

There are four different licences under which you can access a Docular template.

	Free licence	Standard licence	Extended licence	Professional licence
Number of document instances	1	1	5	25
Number of websites or digital products	1	1	5	25
Sub-licences permitted	None	1	5	25
Document licence period	No expiry	No expiry	No expiry	No expiry
Credit for Docular	Yes	No	No	No

Number of document instances

Document templates are the products available for sale on this website; whereas document instances are "clones" of the templates, which you can edit using Docular's online editor and export from the website.

We will update our document templates from time to time, but this will not affect your document instances. When you create a document instance, it will be based upon the latest version of the underlying document template at the time of creation of the instance, irrespective of your date of purchase.

You can save your document instance to our servers at any time, and return to editing later. Once you are happy with your editing, you can export the document and save it to your computer.

Number of websites or digital products

The licences include numerical limits upon: (a) the number of websites (including cloud services) on which documents may be published; and (b) the number of digital products (such as software programs) with which documents may be distributed.

Sub-licences permitted

All of our paid licences allow you to sub-license to a client of yours the right to use a document created using Docular.

When you sub-license that right, it becomes attached to the particular client. The number of sub-licences you may grant is numerically limited and, again, the limitation corresponds to the document instance limitation.

Document licence period

This is the period of the licence to use documents created using and exported from the Docular online editor. In short, the licences do not expire. There are no ongoing licence fees.

Credit for Docular

Each free template includes a textual credit for Docular (eg "this document was created using Docular") and you must retain that credit in all versions of the document.

Legal T&Cs

For full details of the licensing rules governing the use of Docular templates, instances and exports, see our terms and conditions.