Following any bona-fide claim of infringement, Developer shall promptly correct the Software so as not to be infringing, or secure at its own expense the right of Client to use the Software without infringement.
Developer makes no warranty of any kind, whether express or implied, with regard to any products, software, content, equipment, or hardware obtained from third parties. If any dispute arises concerning this Agreement, venue shall be laid exclusively in the state and federal courts of [COUNTY] County, [STATE] which shall have exclusive jurisdiction over such dispute and the Parties consent to the personal jurisdiction of such courts.
Developer shall not be responsible for delays or failures in performance resulting from acts beyond the control of Developer, including, without limitation, acts of God, strikes, riots, acts of war, epidemics, fire, communication and power line failures, earthquakes, and hurricanes. The rights, duties, and privileges of a Party to this Agreement shall not be transferred or assigned by it, in whole or in part, without the prior written consent of the other Party.
If Client sells its business to a third party, such consent by Developer will not be unreasonably withheld. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto.
This Agreement may not be amended except by a writing signed by an authorized representative of both Parties. In case of any one or more of the provisions of this Agreement should be held invalid, illegal or unenforceable, each such provision shall be modified, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remaining provisions contained in this Agreement shall not in any way be affected or impaired.
No modification, extension or waiver of this Agreement shall be valid unless made in writing and signed by an authorized representative of the Party to be charged.
No written waiver shall constitute, or be construed as, a waiver of any other obligation or condition of this Agreement. All notices, demands or other communications required or permitted to be given under this Agreement by either Party to the other may be effected either by personal delivery in writing or by U.
Mailed notices shall be addressed to the other Party at the address appearing in the introductory paragraph of this Agreement, but each Party may change such address by written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated as of two 2 days after mailing. The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the Party that signed it, and all of which together constitute one agreement.
The signatures of all Parties need not appear on the same counterpart. The software development work will consist of the following three phases:. Phase I - Preparation and approval of a software requirements specification document. Phase II - Development and installation of the software. Phase III - Acceptance and delivery of the software. Technical Acceptance Criteria. Acceptance test will include the following specific tests:. The acceptance test will be based on the following definition of errors:.
Charge for Software Development Work. Terms of Payment. Client agrees to compensate Developer as follows:. Delivery and Payment Schedule. Client agrees to compensate Developer for its efforts in accordance with the following schedule:. Want to talk to a lawyer about this legal document? Submit a Request with your details to schedule a free half-hour consultation. Toggle Navigation. The Developer agrees to respond to any reasonable request for assistance made by the Client regarding the Software within [Time frame] of the request.
Except as expressly provided in this Software Development Agreement, the Client shall not be obligated under this Agreement to provide any further support or assistance to the Developer. The Client may terminate this Software Development Agreement at any time upon material breach of the terms herein and failure to resolve such a breach within [Time frame] of notification of such a breach.
The Developer shall provide to the Client after the Delivery Date [Number of hours] hours of training with respect to the operation of the Software if requested by the Client. The Software shall function in accordance with the Specifications on or before the Delivery Date. If the Software as delivered does not conform with the Specifications, the Client shall within [Time frame] of the Delivery Date notify the Developer in writing of the ways on which it does not conform with the Specifications.
The Developer agrees that upon receiving such notice, it shall make reasonable efforts to correct any non-conformity. Fees billed under the Hourly Rate shall be due and payable upon the Developer providing the Client with an invoice.
Invoices for work completed by the developer will be provided once every [Pay period]. 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.
The Client may request that reasonable changes be made to the Specifications and tasks associated with the implementation of the Specifications. So download this customizable template now and make your life easier. If parties are companies then the contract needs to mention the name of the company, the address, the contact number, and the email address. Also, put down the name and contact details of the individual if one of the parties is so. Also, write the date from when the contract becomes effective.
Step 2: Development and Maintenance Write down the features of the software. This needs to be mentioned before the development process initiates once the contract has been created and has been made effective any changes the client needs to make needs writing of a new one called a change order.
The company getting the software built by another party may or may not wish to assign the same people the task of maintaining the software. So that needs to be mentioned as well. Step 3: Management and Duties As discussed in the previous step, the software developer or the company might get the duty of managing the software.
In that case, the roles that they are supposed to fulfill the need to be explained properly. There are limits beyond which the company maintaining the software cannot be made liable. Step 4: Payment Details Depending on the nature of work, the software might need various releases and improvements over time or can be submitted only after the development is complete.
In each case, the payment methods will be different as well.
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