A Custom Software Development Agreement is a legal contract that oversees the relationship between a Software Developer and a Customer. This agreement clearly defines the roles and responsibilities of both contracting parties and clearly details the scope of the services (e.g. software programming, software creation, custom development) that are to be provided.
When entering into such a complex and technical agreement an oral contract is far from sufficient. This document prevents disputes and lays out problem resolution procedures and legal duties. It includes pricing and payment terms, details of the development plan, testing, training, maintenance, ownership, warranties, intellectual property, etc.
1. PURPOSE OF AGREEMENT
2. PREPARATION OF DEVELOPMENT PLAN
3. ACCEPTANCE OF DEVELOPMENT PLAN
4. PAYMENT FOR DEVELOPMENT PLAN
5. PAYMENT
6. PAYMENT OF DEVELOPER'S COSTS
7. LATE FEES
8. MATERIALS
9. CHANGES IN PROJECT SCOPE
10. DELAYS
11. ACCEPTANCE TESTING OF SOFTWARE
12. TRAINING
13. MAINTENANCE OF SOFTWARE
14. PAYMENT FOR MAINTENANCE
15. CUSTOMER'S ROLE IN MAINTENANCE
16. TERM OF SUPPORT
17. CUSTOMER TERMINATION OF MAINTENANCE
18. OWNERSHIP OF SOFTWARE
19. OWNERSHIP OF BACKGROUND TECHNOLOGY
20. SOURCE CODE ACCESS
21. WARRANTIES
22. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS
23. LIMITATION OF DEVELOPER'S LIABILITY TO CUSTOMER
24. CONFIDENTIALITY
25. TERM OF AGREEMENT
26. TERMINATION OF AGREEMENT
27. TAXES
28. RELATIONSHIP OF THE PARTIES
29. NON-SOLICITATION OF DEVELOPER'S EMPLOYEES
30. MEDIATION AND ARBITRATION
31. ATTORNEY FEES
32. COMPLETE AGREEMENT
33. MODIFICATIONS TO AGREEMENT
34. GOVERNING LAW
35. NOTICES
36. ASSIGNMENT
37. SIGNATURES
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