Software Development

Agreement
Document subtitle
This Software Development Agreement (the “Agreement” or “Software Development
Agreement”) states the terms and conditions that govern the contractual agreement
between [[Link]] having his principal place of business
at [[Link]] , (the “Developer”), and [[Link]] having its principal place
of business at [[Link]] (the “Client”) who agrees to be bound by this Agreement.

WHEREAS, the Client has conceptualized [QUICK DESCRIPTION OF SOFTWARE] (the

“Software”), which is described in further detail on Exhibit A, and the Developer is a
contractor with whom the Client has come to an agreement to develop the Software.

NOW, THEREFORE, In consideration of the mutual covenants and promises made by the
parties to this Software Development Agreement, the Developer and the Client (individually,
each a “Party” and collectively, the “Parties”) covenant and agree as follows:

1. Developer’s duties
The Client hereby engages the Developer and the Developer hereby agrees to be engaged
by the Client to develop the Software in accordance with the specifications attached hereto
as Exhibit A (the “Specifications”).

1. The Developer shall complete the development of the Software according to the
milestones described on the form attached hereto as Exhibit B. In accordance with
such milestones, the final product shall be delivered to the Client by [Final delivery
date] (the “Delivery Date”).

2. For a period of [Time frame] after delivery of the final product, the Developer shall
provide the Client attention to answer any questions or assist solving any problems
with regard to the operation of the Software up to [Number of hours] of hours free of
charge and billed to the Client at a rate of [Rate] per hour for any assistance
thereafter. The Developer agrees to respond to any reasonable request for assistance
made by the Client regarding the Software within [Time frame] of the request.
 3. Except as expressly provided in this Software Development Agreement, the Client
shall not be obligated under this Agreement to provide any other support or
assistance to the Developer.

4. The Client may terminate this Software Development Agreement at any time upon
material breach of the terms herein and failure to cure such a breach within [Time
frame] of notification of such a breach.

5. The Developer shall provide to the Client after the Delivery Date, a cumulative [Time
frame] of training with respect to the operation of the Software if requested by the
Client.

2. Delivery
The Software shall function in accordance with the Specifications on or before the Delivery
Date.

1. 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 in
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.

2. The Client shall provide to the Developer written notice of its finding that the
Software conforms to the Specifications within [Time frame] days of the Delivery Date
(the “Acceptance Date”) unless it finds that the Software does not conform to the
Specifications as described in Section 2(A) herein.

3. Compensation
Compensation. In consideration for the Service, the Client shall pay the Company at the
rate of [Rate] per hour (the “Hourly Rate”), with a maximum total fee for all work under this
Software Development Agreement of [Maximum total fee]. Fees billed under the Hourly
Rate shall be due and payable upon the Developer providing the Client with an invoice.
Invoices will be provided for work completed by the developer once every [Pay period].

4. Intellectual property rights in the software

The Parties acknowledge and agree that the Client will hold all intellectual property rights in
the Software including, but not limited to, copyright and trademark rights. The Developer
agrees not to claim any such ownership in the Software’s intellectual property at any time
prior to or after the completion and delivery of the Software to the Client.

5. Change in specifications
The Client may request that reasonable changes be made to the Specifications and tasks
associated with the implementation of the Specifications. If the Client requests such a
change, the Developer will use its best efforts to implement the requested change at no
additional expense to the Client and without delaying delivery of the Software. In the event
that the proposed change will, in the sole discretion of the Developer, require a delay in the
delivery of the Software or would result in additional expense to the Client, then the Client
and the Developer shall confer and the Client may either withdraw the proposed change or
require the Developer to deliver the Software with the proposed change and subject to the
delay and/or additional expense. The Client agrees and acknowledges that the judgment as
to if there will be any delay or additional expense shall be made solely by the Developer.

6. Confidentiality
The Developer shall not disclose to any third party the business of the Client, details
regarding the Software, including, without limitation any information regarding the
Software’s code, the Specifications, or the Client’s business (the “Confidential Information”),
(ii) make copies of any Confidential Information or any content based on the concepts
contained within the Confidential Information for personal use or for distribution unless
requested to do so by the Client, or (iii) use Confidential Information other than solely for the
benefit of the Client.

7. Developer warranties
The Developer represents and warrants to the Client the following:

1. Development and delivery of the Software under this Agreement are not in violation
of any other agreement that the Developer has with another party.

2. The Software will not violate the intellectual property rights of any other party.

3. For a period of [Time frame] after the Delivery Date, the Software shall operate
according to the Specifications. If the Software malfunctions or in any way does not
operate according to the Specifications within that time, then the Developer shall take
any reasonably necessary steps to fix the issue and ensure the Software operates
according to the Specifications.

8. Indemnification
The Developer agrees to indemnify, defend, and protect the Client from and against all
lawsuits and costs of every kind pertaining to the software including reasonable legal fees
due to the Developer’s infringement of the intellectual rights of any third party.

9. No modification unless in writing

No modification of this Agreement shall be valid unless in writing and agreed upon by both
Parties.

8. Applicable law
This Software Development Agreement and the interpretation of its terms shall be governed
by and construed in accordance with the laws of the State of [State] and subject to the
exclusive jurisdiction of the federal and state courts located in [County] , [State].

IN WITNESS WHEREOF, each of the Parties has executed this Software Development

Agreement, both Parties by its duly authorized officer, as of the day and year set forth
below.

[[Link]]

Signature
MM/DD/YYYY

[[Link]] [[Link]]

[[Link]]

Signature
MM/DD/YYYY

[[Link]] [[Link]]