Time And Material Software Development Agreement
Edit & Sign Template
A comprehensive time and materials software development agreement template should include crucial elements to establish a clear understanding between the client and the developer. These elements typically encompass details about the scope of work, payment structure, project timeline, intellectual property rights, confidentiality provisions, termination clauses, and governing law. By addressing these aspects, a well-drafted free legal contract template ensures that both parties understand their roles and responsibilities, minimizing potential conflicts and ensuring a successful collaboration.
A time and materials software development contract outlines the payment agreement structure based on the actual hours worked by the developer's team members. It specifies the hourly rates for different roles or team members involved in the project. The contract also establishes how the invoicing process will occur, including the frequency of invoicing and the breakdown of hours worked. By addressing the payment structure, the contract ensures transparency and clarity in how the developer's services will be compensated based on the time spent on the project.
Intellectual property rights agreement provisions in a time and materials software development contract define how ownership of the developed software and related materials will be transferred. These provisions typically state that the client will own the intellectual property rights upon full payment of all invoices. This ensures that the client gains control over the software distribution agreement and can use, modify, and distribute it as needed. By addressing intellectual property rights, the contract ensures that both parties are aware of how ownership will be managed and avoids potential disputes over the rights to the developed software.
Time and Material Software Development Agreement
This time and material software development agreement (this "Agreement") is made and entered into as of the date of last signature below by and between Party A (the "Client") and Party B (the "Service Provider").
1. Engagement. The Client hereby engages the Service Provider to provide software development services on a time and material basis, as further described in Exhibit A (the "Services"). The term of this Agreement shall commence on the date of last signature below and continue until all Services have been completed or either party has terminated this Agreement in accordance with the terms hereof.
2. Scope of Work. The scope of work to be performed by the Service Provider under this Agreement (the "Scope of Work") is set forth in Exhibit A. The Client may, from time to time in its sole discretion, request that the Service Provider perform additional or different tasks outside the originally agreed Scope of Work. Any such additional tasks shall be performed by the Service Provider pursuant to the terms and conditions of this Agreement, and shall be considered part of the "Services" hereunder.
3. Compensation. In consideration for the Services to be performed hereunder, the Client shall pay the Service Provider the fees set forth in Exhibit A on a time and material basis, plus any applicable taxes. All invoices for services rendered shall be due and payable within thirty (30) days of receipt.
4. Expenses. The Client shall reimburse the Service Provider for all reasonable travel and out-of-pocket expenses incurred by the Service Provider in connection with the performance of the Services under this Agreement, provided that such expenses are first approved by the Client in writing.
5. Intellectual Property. All intellectual property rights in and to the work product of the Service Provider developed in connection with the performance of the Services under this Agreement shall be owned by the Client. The Service Provider hereby assigns all such rights to the Client, and agrees to take such further actions as may be reasonably requested by the Client to effectuate such assignment.
6. Confidentiality. The Service Provider acknowledges that it will have access to Confidential Information of the Client as defined below. The Service Provider agrees to hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Client. The Service Provider agrees not to disclose any Confidential Information to any person or entity, and further agrees to take all reasonable and necessary precautions to prevent any unauthorized disclosure of Confidential Information. "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which the Client is engaged. If the Service Provider is compelled by law to disclose any Confidential Information, it shall provide the Client with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Client's cost, if the Client wishes to contest such disclosure.
7. Independent Contractor. The Service Provider is an independent contractor, and nothing in this Agreement shall be deemed to create a partnership, joint venture, agency, or employment relationship between the parties. The Service Provider shall perform the Services pursuant to its own methods and procedures and at its own discretion, and is not subject to the control or direction of the Client with respect to the manner or method by which the Services are performed.
8. Non-Solicitation. During the term of this Agreement and for a period of one year thereafter, the Service Provider shall not, directly or indirectly, solicit, induce, encourage, or otherwise cause any employee of the Client to terminate his or her employment with the Client.
9. Termination. This Agreement may be terminated by either party at any time for any reason or no reason, upon written notice to the other party. Upon termination of this Agreement, the Service Provider shall promptly return to the Client all Confidential Information and other property of the Client in its possession or control.
10. Miscellaneous.
(a) This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
(b) This Agreement may not be amended or modified except in writing signed by both parties.
(c) This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
(d) If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of this Agreement will remain in full force and effect.
(e) The waiver of any right under this Agreement will not be deemed a further or continuing waiver of such right or any other right.
(f) This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall be deemed to be one and the same agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of last signature below.
Party A (Client)
Signature: _____________________________________________________
Typed or Printed Name: ___________________________
Date: _______________
Party B (Service Provider)
Signature: _____________________________________________________
Typed or Printed Name: ___________________________
Date: _______________