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Software Development Contract.md

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This Software Development Contract (the “Agreement” or “Software Development Agreement”) made on [Date] (the “Effective Date”) states the terms and conditions that govern the contractual agreement between You Company You Company location and address (the “Developer”), and Client Company Client Company Location and Address (the “Client”) who agrees to be bound by this Agreement.

WHEREAS, the Client has conceptualized Name of the software/solution example website, HR, CMS, Android App (the “Software”), which is described in further detail on the SRS You can add the link to the SRS or combine it with the contract (the “Software Requirement Specifications”), and the Developer is a contractor with whom the Client has agreed to allow to create, develop, test, and deploy the Software according to SRS. The software development will not commence until the two parties sign an SRS document for the development of the software.

NOW, THEREFORE, In consideration of the mutual covenants and promises made by the parties to this Software Development Agreement, the Developer and the Client (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:

  1. SCOPE OF WORK. The specific deliverables and the project requirements shall be governed by the SRS agreed by the Developer and the Client, written by the Client. The SRS shall be reviewed and approved by both parties signatories. The SRS shall be provided before work commences.

  2. DEVELOPMENT. The Client shall provide the Developer with the Software SRS. 2.1. The Developer shall complete the development per set milestones agreed between the Developer and the Client. 2.2. The Client shall write a User Acceptance Test based on the SRS before starting the application test. The Developer shall provide 15 days after delivery of each milestone or deliverable to allow the Client to comment or request for any changes during development according to the SRS. The Client shall provide support or assistance where necessary when requested by the Developer unless stated under this contract. The Client will document the SRS after discussing and approving SRS deliverables and milestones with the developer. The SRS will act as the guidance and source of truth in case of conflict on the deliverables. The Developer will provide training with respect to the operation of the Software if requested by the Client. The Developer will update the Client on the progress at the end of every milestone.

  3. DELIVERY. The Software shall function in accordance with the SRS approved by both parties on or before the Delivery date. The development of the application will start on [Date] and will be completed on [Date]. The Developer is, therefore, required to deliver and jointly test the app with the Client. If the Software as delivered does not conform to the SRS, the Client shall within three months from Delivery date of discovery notify the Developer in writing of the ways in which it does not conform with the SRS. The Developer agrees that upon receiving such notice, it shall make reasonable efforts to correct any non-conformity. The Client shall provide to the Developer written notice of its finding that the Software conforms to the SRS within three months of the Delivery Date (the “Acceptance Date”) unless it finds that the Software does not conform to the SRS as described in Section 3.2 herein. The Developer will not provide support for any deliverable once the Client accepts it unless otherwise agreed in writing. In case the Client causes a delay in providing support, information or resources to help the Developer complete the development of the software in time, the Delivery date will be updated according to the number of days caused by the delay and the Client will be notified in writing via email.

  4. COMPENSATION AND PAYMENT. In consideration for the Service, the Client shall pay the Developer KES ………. (..............in words……..) to see the project through. The Client shall pay the initial down payment fee of KES ………. (..............in words……..) - 60% of the project cost due on the Date of Agreement within 10 days. The balance shall be paid in two installments, 24% of the balance on 80% project completion and the final installment - 16% - shall be paid after project completion and before signoff. Project completion percentage is based on milestones. The Client will be required to pay for overtime hours in case the Developer works overtime to complete the Client project, milestone, deliverable or work earlier than the delivery date. The Client will be issued with an overtime invoice. Any expenses outside the project budget shall be paid by the Client. Payment under this contract does include a 16% tax imposed by the government of Kenya. Any amount not paid when due will bear interest from the due date until paid at a rate equal to 12% per month or the maximum allowed by law, whichever is less. The Developer shall not refund the initial down payment amount fee once the project is started.

  5. TRAINING AND SUPPORT. The Developer shall, at the Client's expense, provide the Client with initial training necessary to operate and use the Software. The Developer will support and maintain the Client’s Software for free as per the SRS for six months and any added functionality or feature will be billed. The Client shall be billed for support after free support duration is over. The Developer shall provide the Client with a user manual describing the features, functions and how to use or operate the Software within six months after delivering the Software in written form or video.

  6. INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE. The Parties acknowledge and agree that the Client will hold all intellectual property rights in the Software including, but not limited to, copyright and trademark rights. The Developer agrees not to claim any such ownership in the Software’s intellectual property at any time prior to or after the completion and delivery of the Software to the Client. The Developer shall not be required to keep any copy of the property after the warranty period expires. A Developer background IP notice that states “Developed by Apps:Lab KE” will be displayed on the bottom of the Software on each display. This can be removed on a written agreement and the Client is not required to modify it without written notice to the Developer. The Client has the legal rights to all texts, photos and anything else provided to the Developer and the Client will not hold the Developer responsible. The Developer will own any original copyrightable work, ideas, inventions, products, or other information created by the Developer in connection with the services that will be provided. The Client can use the product however it wants and can modify, destroy or sell it. The Developer may need to use the Client’s intellectual property to do its job and for the Developer portfolio.

  7. CHANGE IN SPECIFICATIONS. The Client may request changes to the deliverables or add deliverables by written notice to the Developer. The Client may request that reasonable changes be made to the SRS and tasks associated with the implementation of the SRS. If the Client requests such a change, the Developer will use its best efforts to implement the requested change at no additional expense to the Client and without delaying delivery of the Software. In the event that the proposed change will, in the sole discretion of the Developer, require a delay in the delivery of the Software or would result in additional expense to the Client, then the Client and the Developer shall confer and the Client may either withdraw the proposed change or require the Developer to deliver the Software with the proposed change and subject to the delay and/or additional expense. The Client agrees and acknowledges that the judgment as to if there will be any delay or additional expense shall be made solely by the Developer.

  8. CONFIDENTIALITY. The Developer shall not disclose to any third party the business of the Client, details regarding the Software, including, without limitation any information regarding the Software’s code, the SRS, or the Client’s business (the “Confidential Information”), The Developer shall not make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Client. The Developer shall not use Confidential Information other than solely for the benefit of the Client.

  9. DEVELOPER WARRANTIES. The Developer represents and warrants to the Client the following: That the Developer has the right to use third-party software or services without not infringing any third party rights and in the event of any claims made by any third party in relation to the Developer’s right of usage, the Developer undertakes to fully indemnity. Development and delivery of the Software under this Agreement are not in violation of any other agreement that the Developer has with another party. The software will not violate the intellectual property rights of any other party. The Developer does not guarantee that the Software will be error-free or uninterrupted. The Developer will not be liable for any unauthorized alteration, theft, or destruction of any of the Customer's data when the Software is in custody of the Client. Warranties under this agreement exclude any claims by the Client based on defects in the deliverables caused by the Client, or by third parties beyond the Developer’s control, where the defaults are attributed to the Developer, the Developer shall be liable. The Company will provide the Service in a professional manner consistent with general industry standards. For a period of twelve months after the Delivery Date, the Software shall operate according to the SRS. If the Software malfunctions or in any way does not operate according to the SRS within that time, then the Developer shall take all reasonably necessary steps to fix the issue and ensure the Software operates according to the SRS in a timely manner so as to minimize any adverse effects to the Client business operations. The Developer shall provide six months of support and maintenance at the Developer cost, afterward, the Client shall pay for support and maintenance.

  10. RETURN OF PROPERTY. Upon termination or expiration of this agreement, or on the Client's request, the Developer shall return to the Client all originals of the information, documents, equipment, files, and other property, including Intellectual Property, received from the Client.

  11. TERMINATION. Either party may terminate this agreement with immediate effect by delivering a fifteen days’ notice of termination to the other party, if; The other party fails to perform, has made or makes any inaccuracy, or otherwise materially breaches any of its obligations, covenants, or representations, and the failure, inaccuracy, or breach continues for a period of ninety Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach. If the Client terminates the agreement without any evident and valid breach or reason in writing, the Client shall be required to compensate the Developer the full amount before signing the termination agreement. Upon termination or expiration of this agreement, each party's rights and obligations under this agreement will cease immediately except section 3.1, 3.2, 8.1 and 8.2 herein which will continue to be valid and enforceable.

  12. SEVERABILITY. If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of the Agreement will still be enforceable.

  13. NOTICES. All notices under this agreement must be sent by either email with return confirmation of receipt, or certified or registered mail-client with return receipt requested.

  14. NO MODIFICATION UNLESS IN WRITING. No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.

  15. APPLICABLE LAW. This Software Development Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of Kenya Government and subject to the exclusive jurisdiction of the federal and government courts located in Nairobi, Kenya.

  16. DISPUTE RESOLUTION. If and whenever any difference shall arise between the parties or their respective representatives touching this Agreement, the parties shall endeavor to reach an amicable settlement failure of which the parties shall refer the matter to arbitration in accordance with the UNCITRAL ARBITRATION RULES.

The parties have signed this agreement. This Agreement will become effective on [Date]

Developer Name (SERVICE PROVIDER): YourCompany/Name

Developer Signatory Name:John Doe

DeveloperSignature: Developer signature

Client Name: Client Company/Business/Name

Client Signatory Name: Client Signatory Name

Client Signature: Client signature