Software Development Agreement
1. Parties in this Agreement
This Agreement is made between _______ (TITLE) (Client) and _______
(TITLE/EMAIL) (Developer).
2. The Project
Overview:
What's important:
What's not important:
The estimate: [USUALLY A RANGE]
Important: this project is billed on an hourly basis. The estimate above provides a
general guideline only.
3. Rate and Payment
Developer’s rate is _____/hour. Payment will be made within 15 days of Developer's
submission of an invoice for work completed.
[ANY ADDITIONAL CONDITION /NOTES ON RATE]
4. Ownership of Code Produced
[NOTE: THERE ARE THREE POSSIBILITIES: 1) you own the code and grant them a
license; 2) They own code; 3) you both share ownership]
Client and Developer share ownership of the code produced by Developer during this
project. Either party may do whatever they wish with the resulting code, including
reselling parts of it, contributing parts of it to open source, or applying the work to other
projects.
5. Legal Necessities
Warranties
THE SOFTWARE FURNISHED UNDER THIS AGREEMENT IS PROVIDED
ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES OR
REPRESENTATIONS EXPRESS, IMPLIED OR STATUTORY; INCLUDING,
WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE,
NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. NOR ARE THERE ANY WARRANTIES
CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR
TRADE USAGE. DEVELOPER DOES NOT WARRANT THAT THE
SOFTWARE WILL MEET CLIENT'S NEEDS OR BE FREE FROM ERRORS,
OR THAT THE OPERATION OF THE SOFTWARE WILL BE
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UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS
ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE
BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SOFTWARE.
Limitation of Developer's Liability to Client
In no event shall Developer be liable to Client for lost profits of Client, or special
or consequential damages, even if Developer has been advised of the possibility
of such damages.
Developer an Independent Contractor
Developer is an independent contractor, not an employee of the Client. This
means that Developer has the right to perform services for others during the term
of this Agreement, that Developer can perform services at any location he desires,
that developer will provide his own equipment to perform work, that Client will
not withhold from Developer's compensation any amount that would normally be
withheld from an employee's pay, that Client will not provide insurance of any
kind for Developer, and that Client will not provide training to the Developer.
6. Signatures
Client Developer
Name Name
Signature Signature
Date Date
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