The Software Development Agreement, referred to throughout as the “Agreement” or “Software Development Agreement,” sets forth the terms and conditions that govern the contractual agreement between the developer and client, both of whom have a principal place of business and agree to be bound by the terms of the Agreement. The developer will either assign ownership of the generated software to the client, including any copyright and patent rights in the software, or the developer may provide a non-exclusive license allowing the customer to use the software, depending on the terms of the agreement. For example, a customer may have a software idea to better its internal processes, but the customer has no intention of producing or commercializing the software.
7+ Client and Developer Agreement Samples
1. Client and Developer Agreement
2. New Client and Developer Agreement
3. Client and Web Developer Agreement
4. Client and Developer Services Agreement
5. Client and Developer Relationship Agreement
6. Sample Client and Developer Agreement
7. Client and API Developer Agreement
8. Simple Client and Developer Agreement
The Client hereby engages the developer, and the developer agrees to be engaged by the client to develop the Software in line with the specifications attached hereto.
- The developer must complete the software development following the milestones outlined in the form attached hereto. The final product will be provided to the Client by announcing the final delivery date under such milestones.
- The developer shall provide the client with answers to any questions or assistance in solving any problems concerning the operation of the software for a specific period after delivery of the final product, up to some hours free of charge, and billed to the client at a rate charged per hour for any assistance thereafter. The developer commits to reply to any reasonable request for assistance with the software made by the client within a reasonable timeframe.
- The client is not bound to offer any additional support or assistance to the developer unless specifically stated in the software development agreement.
- The client has the right to terminate the Software Development Agreement at any time if there is a serious breach of the provisions herein and the client fails to rectify the breach within a reasonable time after being notified of the breach.
- If the client requests it, the developer will provide several hours of training about the usage of the software after the delivery date.
The question of whether a Software Development Agreement should be governed by the Uniform Commercial Code (UCC) adds to the complication. The Uniform Commercial Code (UCC) covers transactions involving products, and it establishes default standards for contracts for commodities in where either the parties were quiet on specific obligations under the contract, or there is unresolvable uncertainty about what they did agree on. As previously stated, the UCC only applies to contracts for products; it does not apply to contracts for services. The first issue is that courts have struggled to determine whether the software is a good or service. Licenses are frequently viewed as services, whereas software sales and assignments are frequently viewed as products.
A Software Development Agreement is also a contract for a service, such as a developer’s development, which results in a good. The parties will want to be aware of whether a Software Development Agreement is covered by the UCC as they construct their agreement, as it will rely on the case-law of the region concerned.
What are some of the key issues involved in a client and developer agreement?
It includes assignment or license, ownership and background technology, delivery and cure period, and non-infringement.
How does an indemnification in this agreement being processed?
The Developer promises to indemnify, defend, and protect the Client from and against any litigation and costs relating to the program, including any legal fees resulting from the Developer’s infringement of any third party’s intellectual property rights.
Are there any needed modiication?
There will be no modification that is valid unless in writing and agreed upon by both parties.
If you want to see more samples and formats, check out some client and developer agreement samples and templates provided in the article for your reference.
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