Software development contract template

Software development contract

Starting text for counsel. Replace every bracket. Do not ask anyone to sign until a lawyer has adapted this text to the parties and to the law that will govern it.

This software development contract is made on [Effective date] between [Builder legal name], of [Builder address] ("Builder"), and [Client legal name], of [Client address] ("Client"). The Builder will build the software described in the milestones. A broad promise to build an app, with no test for done, is not this contract.

1. Milestones

The work is divided into the milestones at [Milestone list]. Each milestone has a delivery and a target date. A single final date with no checkpoint is not used. If the Client is late with a decision or an access listed at [Client dependencies], the later dates move by at least that delay. A change to a milestone is effective only when both parties sign it, with any change in fee.

2. Acceptance tests

Each milestone names its acceptance test at [Tests]. The Client has [Review days] days after delivery to accept or to reject in writing, pointing to a failed test. A wish that is not in the test is a change request, not a rejection. The Builder has [Cure days] days to fix a failed test. If the Client does not respond in the review period, counsel writes at [Silence rule] whether silence is acceptance. The Builder does not start the next milestone's paid work if the prior milestone is rejected and not yet cured, unless the parties agree otherwise in writing.

3. Who owns the code

On full payment for a milestone, the Client receives [Ownership grant] in the custom code of that milestone. Ownership does not pass merely because a person signed this website. It passes only on the terms of the PDF counsel prepares. The Builder keeps preexisting libraries and tools listed at [Preexisting tools] and licenses them to the Client solely as part of the software. The Builder does not assign a patent unless [Patent note] says so in express words.

4. Third-party components

Open-source and paid components stay under their own licenses. The Builder lists the components the build depends on at [Component list] before acceptance of the last milestone, including the license name. The Client is responsible for complying with those licenses in the Client's own deployment. The Builder does not promise that a third-party service will stay available.

5. Defects after acceptance

For [Warranty window] after acceptance of a milestone, the Builder corrects defects that were present at acceptance and that fail that milestone's test, at no extra fee. A new feature, a change of browser or host the test did not cover, or a defect caused by the Client's later edit is not part of that window. After the window, fixes are extra work at [Extra rate].

6. Fees and law

The Client pays [Fee] in [Currency] against the milestone schedule at [Payment schedule]. The laws of [Governing law] govern this text. The parties name the courts of [Courts]. The Builder's total liability is capped at [Liability cap], except for a liability the law does not allow the parties to cap. The parties keep the source code in the repository named at [Repository].

7. Change requests

A request that is not in the current milestone's test is a change request. The Builder writes the effect on the date and the fee at [Change note]. The Builder does not start the paid change until both parties sign that note. Work that only restores a test an accepted milestone already passed is not a change. A change does not reopen a milestone the Client has accepted, except inside that milestone's defect window.

8. Materials from the client

The Client supplies the content, accounts, and decisions listed at [Client materials] by the date written there. If the Client is late, later milestones move by at least that delay. The Client is responsible for the lawfulness of the text, images, and data it supplies. The Builder does not clear those materials with a rights holder unless [Clearance] says that clearance is part of a milestone. The Builder uses personal data the Client uploads only to build and test, and the Client remains responsible for having a basis to provide it.

9. Access to the build

The parties name the hosts at [Hosts]. The Client is an admin of the repository and of those hosts before the last milestone is accepted. The Builder does not keep the only key. Credentials are handed over in a way the Client can revoke. The Builder removes its own access when the agreement ends, except access the Client asks it to keep in writing for the defect window. A security test, if the Client is paying for one, is described at [Security test] and is not implied by silence.

Signatures

Builder

Name: [Builder signatory name]

Title: [Builder signatory title]

Signature: ______________________________

Date: [Builder signature date]

Client

Name: [Client signatory name]

Title: [Client signatory title]

Signature: ______________________________

Date: [Client signature date]