Software Development Agreement
This Software Development Agreement (this Agreement) is entered into this [date] (the Effective Date) by and between [Party A], a [ABC] with its principal place of business located at [Location], and [Party B], a [ABC] with its principal place of business located at [Location] (each a Party and, collectively, the Parties).
WHEREAS, Party A desires to engage to Party B to render services in relation to the software development, as more particularly described herein;
WHEREAS, Party B desires to render such services to Party A and is willing to agree to the terms and conditions as set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the Parties hereby agree as follows:
1. Services
1.1 Scope. Party B shall provide software development services to Party A as specified in the Statement of Work (the “Statement of Work”). The Statement of Work may include, but is not limited to, requirements definition, design, development, testing, implementation and support of a specified software solution (the “Project”). The Parties agree that the Statement of Work may be amended during the performance of the services under this Agreement with the mutual written consent of the Parties given to one another.
1.2 Performance. Party B shall perform its services with all due care, skill and expertise. Party B shall be solely responsible for providing the required personnel, materials, equipment, technology and any other resources necessary to complete the Project in a timely manner, and with the highest quality.
1.3 Use of Third-Party Resources. Party B may use third party resources, such as contractors or subcontractors, to perform part or all of the services required under this Agreement, provided that Party B will remain responsible for performance of such services and for its subcontractors’ compliance with the terms of this Agreement.
2. Term and Termination
2.1 Term. This Agreement shall have an initial term commencing on the Effective Date and ending on the completion of the services, as specified in the Statement of Work.
2.2 Termination.
(a) This Agreement may be terminated immediately by either Party in case the other Party fails to perform any of its material obligations or breaches any material term of this Agreement.
(b) Either Party may terminate this Agreement by giving thirty (30) days’ prior written notice to the other Party upon the termination of the Statement of Work or the termination of the Project.
(c) In any case of termination under this Section 2, Party A shall pay to Party B all costs and expenses directly incurred by it prior to the termination, and a pro-rata portion of costs and expenses incurred in the performance of any service or activity agreed in the Statement of Work which has not been completed as of the date of termination.
(d) Upon termination of this Agreement, all rights, duties and obligations of the Parties to this Agreement shall cease and be of no further force or effect, except those set forth herein or in the Statement of Work which, by their express terms or by their nature, are intended to continue even after the termination of this Agreement.
3. Fees and Expenses
3.1 Fees. In consideration of the services provided under this Agreement, Party A shall pay to Party B the fees agreed in the Statement of Work.
3.2 Expenses. All reasonable and properly documented expenses incurred by Party B in the performance of its duties under this Agreement shall be reimbursed by Party A within [number] days of receipt of an itemized receipt. This includes, but is not limited to, travel and related expenses, training and project materials needed for successful completion of the services.
4. Intellectual Property
4.1 Ownership. All rights, title and interest in and to any intellectual property related to the Project shall be owned solely by Party A. Party B hereby assigns, transfers and conveys to Party A all right, title, and interest it may have in any intellectual property created in Part B’s performance of services under this Agreement and the Statement of Work.
4.2 Use. Party B shall not use or exploit the intellectual property rights assigned pursuant to this Agreement, directly or indirectly, for any purpose.
5. Confidentiality
5.1 Confidential Information. Each Party may provide the other Party with confidential or proprietary information in the course of performance of services under this Agreement (“Confidential Information”). Confidential Information includes, but is not limited to, technical, business and financial information, ideas, architectures, algorithms, formulae, processes, projects, data, developments, works of authorship, technology, designs, drawings, research and know-how, regardless of form or media.
5.2 Protection of Confidential Information. Each Party agrees: (i) to take reasonable measures to protect the confidentiality of the Confidential Information and to prevent unauthorized use, disclosure or dissemination thereof; and (ii) not to use the other Party’s Confidential Information for any purpose other than fulfilling its obligations under this Agreement.
5.3 Non Disclosure. During and after the term of this Agreement, both Parties agree to protect the other Party’s Confidential Information with the same degree of diligence that it uses to protect its own confidential information, but no less than reasonable efforts to protect such Confidential Information. Additionally, each Party agrees not to disclose Confidential Information to third parties without the other Party’s written consent, except as set forth herein.
6. Miscellaneous
6.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [State], without giving effect to its conflicts of law principles.
6.2 Disputes. Any dispute or claim arising out of or relating to this Agreement shall be referred to and finally resolved by binding arbitration before a single arbitrator under the rules of [Organization] in force at the time of arbitration.
6.3 Notices. Any notices or communications to be given under this Agreement shall be mailed or emailed to the address specified in the opening paragraph of this Agreement.
6.4 Waiver. The failure of a Party to enforce any of the terms of this Agreement shall not constitute a waiver of the Party’s right to such term or the Party’s provision of services under this Agreement.
6.5 Severability. Any term or provision of this Agreement which is held to be invalid or unenforceable by a court of competent jurisdiction shall be ineffective to the extent of such invalidity or unenforceability and shall not affect the validity or enforceability of any other term or condition hereof.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth in the first paragraph of this Agreement.
Signature
[Party A]
[Party B]
