A Custom Software Development Agreement is between a company and a software
developer. The agreement contains the terms, and the conditions under which a
software developer develops the software for the company owner. This document in its
draft form contains numerous of the standard clauses commonly used in these types of
agreements; however, additional language may be added to allow for customization to
ensure the specific terms of the parties’ agreement are addressed. Use this form if one
is a company engaging the services of a software developer.
CUSTOM SOFTWARE DEVELOPMENT
AGREEMENT
This Custom Software Development Agreement (the “Agreement”) is made and entered into this
__________ day of ________________, 20_____, by and between
__________________________________, a _______________ Corporation with its principal
place of business located at ____________________________________________ (“Company”)
and ___________________________________ of ___________________
___________________________ (“Developer”).
RECITALS
WHEREAS, Company owns certain software described on the attached Exhibit A (the
“Software”);
WHEREAS, Company desires to employ Developer to provide development services for
the Software;
AND WHEREAS, Developer is ready, willing to provide such development services
subject to the terms and conditions as set forth in this Agreement.
In consideration of the mutual promises contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. TERM
This Agreement shall come into effect from the date above written and shall continue for an
initial period of one (1) year, unless otherwise earlier terminated in accordance with the terms of
this Agreement. Thereafter, this Agreement shall automatically renew for subsequent one-year
periods, unless either party terminates this Agreement by providing a written notice at least thirty
(30) days prior to the end of the initial term or any renewal term.
2. DEVELOPMENT SERVICES
Developer shall perform the development services described on the attached Exhibit B
(“Services”). Developer shall use its best reasonable efforts to perform the Services in a
workman like manner consistent with all applicable professional, commercial or industry
standards in practice. Developer shall complete delivery of the Deliverables, in accordance with
the tasks and milestones mentioned in the attached Exhibit B.
3. PREPARATION OF DEVELOPMENT PLAN
Upon execution of this Agreement and before commencing the Services hereunder, Developer
shall prepare a development plan ("Development Plan”) and submit it for approval by Company.
The Development Plan shall include: detailed Specifications, list of Deliverables to be delivered
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under this Agreement and delivery schedule specifying delivery date for each Deliverable. Upon
receipt of the said Development Plan, Company shall have seven (7) days to review and approve
the Development Plan. Upon approval of the Development Plan by Company, it will be
incorporated into the Exhibit B and will be deemed to be a part of this Agreement.
4. EXCLUSIVITY
For and during the Term of this Agreement, Developer shall render the Services agreed
hereunder solely and exclusively for Company and shall not perform any similar Services for any
other person or entity without the prior written consent of Company.
5. ACCEPTANCE
Upon completion of the Deliverables, Developer shall deliver the Deliverables including any
supporting documentations or records to Company for evaluation purposes. Company shall have
fourteen (14) days from the date of delivery of the deliverables to inspect, review, test and
evaluate the Deliverables whether or not they are in conformity with the specifications
mentioned on the attached Exhibit B. Company may in its discretion either accept or reject such
Deliverables. Upon acceptance, Company shall provide Developer with a written acceptance of
Deliverables. Upon rejection of the Deliverables Company shall provide a written statement of
defects to be remedied by Developer. Developer shall promptly within reasonable time correct
such defects and or errors and return the Deliverables for re-evaluation by Company. Company
shall within fourteen (14) days after such redelivery of the Deliverables provide Developer with
either a written acceptance of Deliverables or a statement of defects or errors to be re-corrected.
This procedure shall be repeated until Company accepts the Deliverable in full or finally rejects
the Deliverables and terminates this Agreement.
6. CHANGES IN SPECIFICATION
Developer agrees that Company may at any time make necessary additions, deletions or other
changes to the specifications or the delivery schedule. Company shall submit request for changes
specifying the desired changes to Developer. Upon written notice of any such changes by
Company, Developer shall evaluate such proposal in accordance with its standard rates and
charges. Developer shall then submit to Customer a written response specifying the additional
charges, delivery dates and warranty provisions, within fourteen (14) working days following
receipt of a