Time and Materials Software Development Contract Template

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Time and Material Software Development Agreement

 

 

This Software Development Agreement (the “Agreement” or “Software Development Agreement”) states the terms and conditions that govern the contractual agreement between   having his principal place of business at 200 Clock Tower Pl Carmel, California(CA), 93923, (the “Developer”), and  having its principal place of business at 200 Gainsborough Cir Folsom, California(CA), 95630 (the “Client”) who agrees to be bound by this Agreement.

 

WHEREAS, the Client has conceptualized [QUICK DESCRIPTION OF SOFTWARE] (the “Software”), which is described in further detail on Exhibit A, and the Developer is a contractor with whom the Client has come to an agreement to develop the Software.

 

NOW, THEREFORE, In consideration of the mutual covenants and promises made by the parties to this Software Development Agreement, the Developer and the Client (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:

 

 

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.

 

  1. Delivery. The Client hereby engages the Developer and the Developer hereby agrees to be engaged by the Client to develop the Software in accordance with the specifications attached hereto as Exhibit A (the “Specifications”).

 

The Developer shall complete the development of the Software according to the milestones described on the form attached hereto as Exhibit B. In accordance with such milestones, the final product shall be delivered to the Client ____ (the “Delivery Date”).

 

For a period of ____ days after delivery of the final product, the Developer shall provide the Client attention to answer any questions or assist solving any problems with regard to the operation of the Software up to 90 of hours free of charge and billed to the Client at a rate of____ per hour for any assistance thereafter. The Developer agrees to respond to any reasonable request for assistance made by the Client regarding the Software within ___- days of the request.

 

Except as expressly provided in this Software Development Agreement, the Client shall not be obligated under this Agreement to provide any other support or assistance to the Developer.

 

The Client may terminate this Software Development Agreement at any time upon material breach of the terms herein and failure to cure such a breach within ___ days of notification of such a breach.

 

The Developer shall provide to the Client after the Delivery Date, a cumulative ____ days of training with respect to the operation of the Software if requested by the Client.

The Client hereby engages the Developer and the Developer hereby agrees to be engaged by the Client to develop the Software in accordance with the specifications attached hereto as Exhibit A (the “Specifications”).

 

The Developer shall complete the development of the Software according to the milestones described on the form attached hereto as Exhibit B. In accordance with such milestones, the final product shall be delivered to the Client by May 12 (the “Delivery Date”).

 

For a period of ___ days after delivery of the final product, the Developer shall provide the Client attention to answer any questions or assist solving any problems with regard to the operation of the Software up to ___ of hours free of charge and billed to the Client at a rate of ___ per hour for any assistance thereafter. The Developer agrees to respond to any reasonable request for assistance made by the Client regarding the Software within ____ days of the request.

 

Except as expressly provided in this Software Development Agreement, the Client shall not be obligated under this Agreement to provide any other support or assistance to the Developer.

 

The Client may terminate this Software Development Agreement at any time upon material breach of the terms herein and failure to cure such a breach within 20 days of notification of such a breach.

 

The Developer shall provide to the Client after the Delivery Date, a cumulative 2 days of training with respect to the operation of the Software if requested by the Client.

 

 

  1. 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.

 

4 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.

 

  1. 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.

 

  1. 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.

 

  1. Change in specifications. The Client may request that reasonable changes be made to the Specifications and tasks associated with the implementation of the Specifications. If the Client requests such a change, the Developer will use its best efforts to implement the requested change at no additional expense to the Client and without delaying delivery of the Software.

In the event that the proposed change will, in the sole discretion of the Developer, require a delay in the delivery of the Software or would result in additional expense to the Client, then the Client and the Developer shall confer and the Client may either withdraw the proposed change or require the Developer to deliver the Software with the proposed change and subject to the delay and/or additional expense. The Client agrees and acknowledges that the judgment as to if there will be any delay or additional expense shall be made solely by the Developer.

 

8 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.

 

  1. 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.

 

  1. 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.

 

  1. Developer Agreement. The Developer represents and warrants to the Client the following:

 

Development and delivery of the Software under this Agreement are not in violation of any other agreement that the Developer has with another party.

 

The Software will not violate the intellectual property rights of any other party.

 

For a period of 10 days after the Delivery Date, the Software shall operate according to the Specifications. If the Software malfunctions or in any way does not operate according to the Specifications within that time, then the Developer shall take any reasonably necessary steps to fix the issue and ensure the Software operates according to the Specifications.

 

 

12 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.

 

  1. 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: _______________