Software Development Agreement (No Client Software)

This Software Development Agreement is designed for use by software developers developing software for clients. Such software may be fully-bespoke, standard software developed by the developer, modified software made by the developer, or a combination. Third-party software may also be included. This version of the document does not include references to “Client Software” and therefore assumes that the client will not be providing any software that will ultimately form a part of the software developed by the developer.

A alternative version of this template is available which envisages original software being supplied by the client for adaptation and/or inclusion in the new software.

The data protection provisions in this document have been updated with reference to the UK GDPR.

Detailed provisions in this agreement set out the parameters of the development project including the specification of the software to be developed, price and payment, the project plan, changes to the software, and acceptance testing. Proprietary rights are carefully guarded with provisions including a detailed confidentiality clause, and comprehensive assignment and licensing provisions which allow the developer to licence and/or assign different parts of the software as agreed.

Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.

This Software Development Agreement contains the following clauses:

1. Definitions and Interpretation
2. Appointment of the Developer and Scope of Services
3. Project Management and Reporting
4. Change Requests
5. The Software
6. The Documentation
7. The Development Services
8. Software Delivery and Installation
9. Acceptance Testing
10. Project Plan
11. Fees and Payment
12. Intellectual Property Rights
13. Software Licence
14. Software Licence Conditions
15. Confidentiality
16. Data Protection
17. [Data Processing]
18. [Data Security]
19. Warranties
20. Intellectual Property Rights Indemnity
21. Liability
22. Insurance
23. Term and Termination
24. Effects of Termination
25. Force Majeure
26. No Waiver
27. Further Assurance
28. Costs
29. Set-Off
30. Assignment and Sub-Contracting
31. Time
32. Relationship of the Parties
33. Non-Solicitation
34. Third Party Rights
35. Notices
36. Entire Agreement
37. Counterparts
38. Severance
39. Dispute Resolution
40. Law and Jurisdiction

The following schedules:

1.The Software Specification
2. The Documentation
3. Client Hardware and Licensed Users
4. The Software
5. Project Plan
6. Project Fees
7. [Developer’s Privacy Notice]
8. [Client’s Privacy Notice]
9. [Personal Data Processing]

And the following Annex:

1. Acceptance Tests and Acceptance Retests

This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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