Fixed-Fee Software Development Agreement for Business Owners

As part of this service, Wilkinson Law LLC will prepare a draft software development agreement based on information provided by the client regarding the proposed transaction. The agreement may include, as applicable:

1. Identification of the customer, developer, effective date, and basic transaction structure.

2. A description of the software development services, deliverables, specifications, development plan, milestones, and delivery requirements.

3. Provisions addressing the client’s required cooperation, materials, approvals, access, or other inputs needed for the developer to perform the work.

4. Change-order language for handling requested changes to the services, deliverables, timeline, or fees.

5. Testing and acceptance procedures for determining whether software deliverables conform to the agreed specifications or documentation.

6. Maintenance, support, and training provisions, if those services are part of the transaction.

7. Fee, invoicing, payment, tax, and payment-dispute provisions.

8. Intellectual property provisions addressing ownership of custom work product, treatment of developer background technology, approved third-party materials, open-source software issues, customer materials, and source code, as applicable.

9. Confidentiality provisions protecting business, technical, customer, and proprietary information exchanged in connection with the project.

10. Term, termination, and post-termination provisions addressing rights and obligations if the agreement expires or is terminated.

11. Developer representations and warranties, which may address professional performance, legal compliance, conformity to specifications, title to work product, harmful code, originality, and non-infringement.

12. Indemnification provisions, including possible protection against third-party intellectual property infringement claims.

13. Limitation of liability provisions allocating contract risk between the parties.

14. Miscellaneous contract provisions, such as notices, governing law, forum, assignment, amendment, waiver, severability, force majeure, export compliance, equitable relief, counterparts, and signature blocks.

This service may also include preparation of exhibits or schedules for the development plan, maintenance and support services, training, and fees, to the extent the client provides sufficient business terms and project information.