# Software Development contract > This template is a starting point, not legal advice. Laws and required terms vary by country and state. Have a qualified lawyer review it for your jurisdiction and business before you use it. Replace everything in [brackets]. Delete clauses that don’t apply and have a lawyer review the result. --- ## Parties Service provider: [Business name, address, email] (“the developer”) Client: [Business name, address, email] (“the Client”) Effective date: [Date] ## 1. Services The provider will deliver the software development services described below, or in a statement of work signed by both parties. - [Working software deployed to the client’s environment] - [Source code in the client’s repository] - [Technical documentation and deployment notes] - [Handover session for the client’s team] ## 2. Not included - [Hosting, third-party APIs and licences unless listed] - [Features not listed in the agreed backlog] - [Support after the warranty period] - [Data migration from legacy systems] ## 3. Client responsibilities - [A product owner available for sprint reviews] - [Access to existing systems and test data] - [Decisions on priorities within agreed timeframes] If the Client’s inputs are late, delivery dates move by the same amount of time. ## 4. Fees and payment Fee: [Amount and basis — fixed, hourly, day rate or monthly] Deposit: [e.g. 30% before work starts] Payment terms: [e.g. invoices due within 14 days] Expenses: [Charged at cost with prior approval / included] Late payment: [Interest or right to pause work, as allowed by law] ## 5. Changes to the scope Either party can request changes in writing. The provider will confirm the effect on fees and timeline before starting any change. ## 6. Acceptance testing The client has ten working days after each release to report defects against the agreed acceptance criteria. Releases with no reported defects in that time are accepted. ## 7. Intellectual property and open source On payment, the client owns the custom code written for the project. Open-source components remain under their own licences, which the developer will list. ## 8. Warranty The developer fixes defects reported within 30 days of launch at no charge. New features and changes in requirements are not defects. ## 9. Confidentiality Each party keeps the other’s confidential information private and uses it only to perform this agreement, during the agreement and for [2] years after it ends. ## 10. Liability [Limit each party’s total liability, e.g. to the fees paid under this agreement in the previous 12 months, and exclude indirect losses, to the extent the law allows. Have a lawyer draft this clause for your jurisdiction.] ## 11. Term and termination - This agreement starts on the effective date and continues until the services are complete, unless ended earlier. - Either party may end it with [14] days’ written notice. - Either party may end it immediately if the other materially breaches it and doesn’t fix the breach within [10] days of notice. - On termination, the Client pays for work done up to the termination date. ## 12. Independent contractor The provider is an independent business, not an employee, and is responsible for their own taxes and insurance. ## General - **Entire agreement:** this agreement (and any statements of work under it) is the whole agreement between the parties on its subject. - **Changes:** changes to this agreement must be in writing and signed by both parties. - **Notices:** notices are sent to the email addresses above, or as updated in writing. - **Governing law:** this agreement is governed by the laws of [jurisdiction], and the courts of [jurisdiction] have jurisdiction. ## Signatures | | [Party A] | [Party B] | | --- | --- | --- | | Name | | | | Title | | | | Signature | | | | Date | | | --- ## Before you sign it - [ ] Both parties’ legal names and addresses are correct. - [ ] Services, deliverables and exclusions are specific. - [ ] Fees, deposit and payment terms match the proposal. - [ ] Ownership, confidentiality and liability clauses suit the project. - [ ] Termination and notice periods are filled in. - [ ] A lawyer has reviewed the template for your jurisdiction. --- # Example: key terms for Keel Labs and Harbour Freight Ltd How the main clauses read once filled in for a driver scheduling web app. Both companies are fictional. ## Parties and dates Provider: Keel Labs Client: Harbour Freight Ltd Effective date: 1 March ## Services - Working software deployed to the client’s environment - Source code in the client’s repository - Technical documentation and deployment notes - Handover session for the client’s team ## Not included - Hosting, third-party APIs and licences unless listed - Features not listed in the agreed backlog - Support after the warranty period - Data migration from legacy systems ## Fees and payment Fee: $24,620.00 excluding tax, as itemised in the proposal Deposit: $7,386.00 (30%) before work starts Payment terms: Invoices due within 14 days Notice: 14 days’ written notice by either party ## Acceptance testing The client has ten working days after each release to report defects against the agreed acceptance criteria. Releases with no reported defects in that time are accepted. ## Intellectual property and open source On payment, the client owns the custom code written for the project. Open-source components remain under their own licences, which the developer will list. ## Warranty The developer fixes defects reported within 30 days of launch at no charge. New features and changes in requirements are not defects. --- This template is a starting point, not legal advice. Laws and required terms vary by country and state. Have a qualified lawyer review it for your jurisdiction and business before you use it. Template by Angelwood — https://angelwood.io/templates