Software Development Agreement

Wilkinson Law prepares software development agreements for business owners that are hiring a developer to build, customize, or deliver software for a specific project.

This service is designed for a business owner that wants a customer-focused draft agreement to present to the software developer. The agreement is intended to define the software to be developed, the developer’s obligations, the client’s responsibilities, the project deliverables, the development timeline, payment terms, testing and acceptance procedures, ownership or license rights, confidentiality obligations, warranties, indemnification, liability limits, and related legal terms.

As part of this service, Wilkinson Law 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 and 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.

This service does not include technical project management, software architecture review, cybersecurity assessment, code review, tax advice, patent prosecution, trademark clearance, privacy-policy drafting, data-processing addenda, SaaS terms, employment or contractor agreements, open source license audit, negotiations with the developer, or responding to comments or questions from the developer unless those services are separately agreed in writing.

The final draft agreement will depend on the client’s objectives, the nature of the software, the role of third-party or open source materials, whether the client will own the software or receive a license, whether source code will be delivered, whether support or hosting services are included, and the business terms the client wants to propose to the developer.