Software Development Agreement

Defines the software development services, required deliverables, project specifications, milestone dates, dependencies, and delivery obligations.

Sets out the compensation model, payment schedule, invoice requirements, expense reimbursement rules, taxes, and consequences for late payment.

Assigns all rights, title, and interest in custom code, documentation, designs, and related work product to the company upon payment or creation, as applicable.

Establishes objective testing criteria, review periods, rejection procedures, cure rights, deemed acceptance rules, and limits on included revisions.

Requires protection of confidential information, source code, credentials, business data, customer data, and security-sensitive materials disclosed during the project.

Provides limited warranties that the work will conform to specifications, be performed professionally, and not knowingly infringe third-party rights, with post-delivery defect correction obligations.

Allows termination for cause and, if selected, convenience, while addressing final payments, handover of code, return of materials, and transition support.

Allocates risk for claims, damages, IP infringement, confidentiality breaches, and disputes, including liability limits and forum or dispute resolution procedures.