Software Development Contract

Developer: [Name/Company] · Client: [Name] · Project: [Description] · Date: [Date]

1. Scope of Work

Developer will design, build, and deliver [Software/Application Description], per the specifications in Exhibit A (or a separately agreed Statement of Work).

2. Fee and Payment

[ ] Fixed price of [Amount], payable [Milestone schedule]. [ ] Time and materials at [Hourly/daily rate], estimated total: [Amount], invoiced [Frequency].

3. Milestones and Timeline

4. Intellectual Property

Upon full payment, Client owns all custom code developed specifically for this project. Developer retains ownership of any pre-existing tools, libraries, or frameworks used, and grants Client a license to use them as incorporated into the deliverable.

5. Acceptance Testing

Client has [Number] days after each milestone/final delivery to test and report defects, which Developer will correct before that milestone is considered accepted.

6. Warranty

Developer warrants the software will perform substantially as specified for [Period] after final delivery, and will fix defects reported within that period at no additional charge.

7. Maintenance (if applicable)

[Reference a separate maintenance/support agreement for post-launch work, or describe ongoing support terms here.]

8. Confidentiality

Both parties will keep confidential any proprietary information, source code, and business information shared during the engagement.

Developer: ______________________ Date: ____________ Client: ______________________ Date: ____________

*Distinguishing custom code (Client owns) from pre-existing libraries/frameworks (Developer retains, licensed to Client) in Section 4 avoids a common dispute — a client who assumes they own "everything" in the delivered software can be surprised to learn key components are actually the developer's reusable proprietary tools.*