Software Development and Licensing Agreement Template.

Software Development and Licensing Agreement (No Source Software)


Please note that this document is currently awaiting an update for the GDPR. In the meantime, new GDPR-ready standard clauses for data protection and data processing are available in our GDPR & Data Protection Group.

This Software Development and Licensing Agreement (No Source Software) is designed for use by software developers to licence bespoke software to clients. This version of the document does not incorporate the provision of existing (or “source”) software by the client.

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

Detailed provisions in this agreement set out the parameters of the development project including the specification of the new software to be developed, price and payment, the development / implementation plan, changes to the new software, software testing, and – where relevant – additional support services to be provided by the developer. Proprietary rights are carefully guarded with provisions including a detailed confidentiality clause.

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 and Licensing Agreement (No Source Software) contains the following sections:

1. Definitions and Interpretation
2. The Project
3. Personnel
4. Customer’s Obligations
5. Change Requests
6. Acceptance Tests and Liquidated Damages
7. Representatives and Progress Meetings
8. Warranties
9. Undertakings
10. Licence
11. Proprietary Rights
12. Charges and Expenses
13. Terms of Payment
14. Liability and Insurance
15. Data Protection
16. Confidentiality
17. Force Majeure
18. Term and Termination
19. Effects of Termination
20. No Waiver
21. Further Assurance
22. Costs
23. Set-Off
24. Assignment and Sub-Contracting
25. Time
26. Relationship of the Parties
27. Non-Solicitation
28. Third Party Rights
29. Notices
30. Entire Agreement
31. Counterparts
32. Severance
33. Dispute Resolution
34. Law and Jurisdiction

And the following schedules:

1. New Software Specification
2. Implementation Plan
3. Payment Schedule
4. Additional Services

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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