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Enter the full legal name of this party exactly as it appears on their ID or business registration.
Enter the full legal name of this party exactly as it appears on their ID or business registration.
A Custom Software Development Agreement governs the relationship between a client and a software developer or development firm for the creation of custom software — applications, platforms, APIs, databases, or embedded systems. The most critical provision is IP ownership: unlike a commercial software license (where the developer retains the code), a custom development agreement should specify that the client owns all deliverables. Also essential: acceptance testing procedures (defining what 'done' means), warranty period (typically 30–90 days for bug fixes), change order procedures, source code escrow, and limitation of liability for performance failures. Fill out this free custom software development agreement template online, e-sign it digitally, and download a legally valid PDF. no account or lawyer needed. Sections: Parties, Development Terms.
This Custom Software Development Agreement (the "Agreement") is entered into as of ______________ by and between ______________, located at ______________ ("Client"), and ______________, located at ______________ ("Developer").
Developer agrees to design, develop, and deliver the following custom software (the "Project"): ______________. The detailed scope of work, features, technical requirements, and deliverables are described as follows: ______________. Any changes to the agreed scope must be documented in a written Change Order signed by both parties before implementation.
Development shall proceed using the ______________ methodology. The Project will commence on ______________ with an estimated completion date of ______________. Developer shall provide Client with regular status updates (at minimum weekly). Time estimates are good-faith approximations; Developer shall promptly notify Client of any factors that may affect the timeline.
The total project fee is $0.00. Payment schedule: ______________. All invoices are due within 15 days of receipt. Developer may suspend work if any undisputed invoice is more than 30 days overdue. Developer shall be reimbursed for all pre-approved expenses (hosting, third-party APIs, software licenses) at cost.
Client shall have 14 business days following Developer's delivery of each milestone or the final deliverable to test and evaluate the software against the agreed specifications. Client shall provide Developer with written notice of acceptance or a detailed list of defects requiring correction. Developer shall correct all material defects within the agreed warranty period at no additional charge. If Client does not provide written notice within 14 business days, the deliverable is deemed accepted.
Developer retains ownership of all code, frameworks, and deliverables. Developer grants Client a perpetual, non-exclusive, royalty-free license to use the software for Client's internal business purposes. Client may not modify or sublicense the software without Developer's consent.
______________. All source code shall be well-documented and include comments sufficient for a competent developer to understand, modify, and maintain the code.
For a period of 60 days following final acceptance of the Project, Developer shall correct any reproducible bugs or deficiencies in the software at no charge. This warranty covers defects in Developer's code and does not cover issues caused by third-party software, Client modifications, or changes in the operating environment.
Developer shall maintain the confidentiality of all Client business information, trade secrets, and technical specifications encountered in connection with this Project. Client shall maintain the confidentiality of Developer's proprietary methodologies and tools.
DEVELOPER'S TOTAL LIABILITY TO CLIENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL DEVELOPER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.
This Agreement shall be governed by and construed in accordance with the laws of the State of ______________, without regard to its conflict-of-laws principles.