Software development contract template with AI
A professional Software development contract template you can use as-is or customize in our contract builder.
What Software development contract includes
SERVICES
FEES & PAYMENT
SCHEDULE & CANCELLATIONS
ACCESS, KEYS & SAFETY
PETS & SPECIAL CONDITIONS
EXCLUSIONS
TERM & TERMINATION
LIABILITY & DAMAGE
GOVERNING LAW & DISPUTE RESOLUTION
GENERAL PROVISIONS
SIGNATURES
AI-generated Software development contract template PDF
Software Development Services Agreement
This Software Development Services Agreement (the "Agreement") is dated as of _____________ (the "Effective Date"), by and between __________________________ (the "Provider") and __________________________ (the "Client") (collectively, the "Parties"). The Parties agree as follows:
This is a simplified business-focused template for custom software development and implementation services in the U.S. It is not legal advice. The Parties should review and adapt it with a qualified professional to fit their specific situation and local requirements.
1. SERVICES:
1.1 Scope of Work. Provider will perform custom software development and implementation services for Client (the "Services"). The Services will include the tasks, deliverables, technical specifications, and acceptance criteria described in a separate written statement of work, proposal, or project brief signed or approved by both Parties (each, an "SOW"). 1.2 Changes to Services. Any change to the scope, timeline, or requirements of an SOW must be agreed in writing (including email) by both Parties before Provider is required to perform the changed work. Changes may affect the project fee, timeline, or both. 1.3 Client Responsibilities. Client will provide Provider with timely feedback, information, content, access, and approvals that Provider reasonably needs to perform the Services. If Client delays feedback or approvals, the project schedule will extend by at least the length of the delay, and Provider will not be responsible for missed deadlines caused by such delay. 1.4 Work Standard. Provider will perform the Services in a professional and workmanlike manner, consistent with generally accepted industry standards for software development. 1.5 Deliverables and Acceptance. Provider will deliver the software and related deliverables described in the SOW. Unless the SOW states otherwise, Client will review each deliverable within ten (10) business days after delivery and will either (a) accept it in writing or (b) give written notice of any material issues that prevent acceptance. If Client does not respond within the review period, the deliverable will be deemed accepted.
2. FEES & PAYMENT:
2.1 Project Fee. For each SOW under this Agreement, Client will pay Provider a project fee. For the initial project, the fee is $2,500 per project (the "Project Fee"). 2.2 Upfront Payment. Client will pay fifty percent (50%) of the Project Fee, or $1,250, as a non-refundable deposit upon signing the applicable SOW or written approval to proceed. Provider is not required to begin work until the deposit is received and cleared. 2.3 Remaining Payment. Client will pay the remaining fifty percent (50%) of the Project Fee, or $1,250, upon the earlier of (a) Client's written acceptance of the final deliverable or (b) ten (10) business days after Provider delivers the final deliverable, if Client has not provided written reasons for non-acceptance during that period. 2.4 Invoices and Due Dates. Provider will issue invoices for the deposit and for the remaining Project Fee. Unless the SOW states otherwise, each invoice is due within fifteen (15) calendar days of the invoice date. 2.5 Late Payments. Any undisputed amount that remains unpaid more than fifteen (15) calendar days after the due date may accrue interest at the rate of 1.0% per month (or the highest rate allowed in the relevant jurisdiction, if lower), starting from the original due date until paid. Provider may suspend work if any undisputed invoice remains unpaid for more than fifteen (15) days after written notice. 2.6 Taxes. Client is responsible for any sales, use, or similar taxes on the Services, other than taxes based on Provider's income. If applicable, Provider will list such taxes on the invoice.
3. SCHEDULE & CANCELLATIONS:
3.1 Project Schedule. The Parties will agree on estimated milestones and completion dates in the SOW. These dates are estimates and assume that Client provides timely feedback, approvals, and access. If Client delays feedback or approvals, the schedule will extend by at least the length of the delay. 3.2 Rescheduling and Delays. If either Party becomes aware of a delay that could affect a milestone or delivery date, that Party will promptly inform the other Party in writing. The Parties will work together in good faith to update the schedule. 3.3 Client Cancellation Before Start. Client may cancel the project in writing before Provider begins substantive work. In that case, Provider will retain the initial deposit as a cancellation fee and will have no further obligation to deliver the Services. 3.4 Client Cancellation After Work Begins. If Client cancels the project after Provider has begun work, Client will pay Provider for (a) any completed milestones, plus (b) work in progress on a time-and-materials basis at Provider's standard hourly or daily rates, up to but not exceeding the full Project Fee. Any amounts already paid will be credited against this total. The Parties agree that the initial deposit may be applied toward these amounts and will not be refunded. 3.5 Notice Period for Cancellation. Client must give at least forty-eight (48) hours' written notice to cancel or reschedule any scheduled meetings, working sessions, or implementation windows. If Client gives less than forty-eight (48) hours' notice, Provider may charge a rescheduling or late cancellation fee equal to ten percent (10%) of the Project Fee, in addition to any amounts owed for work already completed. 3.6 Provider Cancellation. Provider may cancel or reschedule a meeting or implementation window due to illness, emergencies, or events beyond Provider's reasonable control. Provider will give Client notice as soon as reasonably possible and will work with Client to reschedule at a mutually convenient time.
4. ACCESS, KEYS & SAFETY:
4.1 Access to Systems. Client will provide Provider with the accounts, credentials, system access, and permissions that Provider reasonably needs to perform the Services, including access to development, testing, and production environments as described in the SOW. 4.2 Security Practices. Provider will use reasonable measures to protect Client's systems and data while using any access provided, including keeping credentials confidential and using them only for project purposes. Provider will promptly notify Client if Provider becomes aware of any actual or suspected unauthorized access while Provider is performing the Services. 4.3 Client Policies. If Client has written security, privacy, or access policies and shares them with Provider in advance, Provider will make commercially reasonable efforts to follow those policies while performing the Services. 4.4 Third-Party Tools. Provider may use third-party tools or services (such as hosting, code repositories, or project management tools) to deliver the Services, as described in the SOW or otherwise approved by Client. Provider will not grant third parties access to Client's production systems without Client's prior consent, except in urgent situations to prevent or limit harm, in which case Provider will notify Client as soon as reasonably possible.
5. PETS & SPECIAL CONDITIONS:
5.1 Pets. This Agreement does not involve on-site work in Client's home or care of animals. Pets are not expected to affect the Services. 5.2 Special Conditions. If the Services require work on-site at Client's facilities, Client will inform Provider in advance of any special access, safety, or confidentiality requirements that apply at those facilities. The Parties will document any such conditions in the SOW or in a written addendum.
6. EXCLUSIONS:
6.1 Out-of-Scope Work. Any services, features, deliverables, or tasks that are not clearly listed in an SOW are not included in the Project Fee and are considered out of scope. 6.2 Additional Work. If Client requests work that is out of scope, Provider may agree to perform it under a separate SOW or a written change order. Additional work may be billed at Provider's then-current hourly or daily rates, or for an additional fixed fee, as agreed in writing. 6.3 Hardware and Third-Party Licenses. Unless an SOW states otherwise, the Project Fee does not include the cost of any hardware, third-party software licenses, hosting, cloud services, or transaction fees. Client is responsible for obtaining and paying for these items, either directly or through Provider if the Parties agree in writing. 6.4 Ongoing Support and Maintenance. Unless an SOW specifically includes ongoing support or maintenance, this Agreement covers only the one-time design, development, and implementation Services. Any ongoing bug fixes, updates, or support services after final acceptance will require a separate written agreement or SOW.
8. LIABILITY & DAMAGE:
8.1 Limitation of Liability. To the maximum extent allowed in the relevant jurisdiction, each Party's total liability to the other Party for all claims arising out of or related to this Agreement or any SOW, whether in contract, tort, or otherwise, will not exceed one thousand U.S. dollars (USD $1,000) in the aggregate. 8.2 Exclusion of Certain Damages. Neither Party will be responsible to the other Party for any lost profits, loss of business, loss of data, or any indirect, incidental, special, or consequential damages, even if that Party has been advised of the possibility of such damages. 8.3 Data and Backups. Unless an SOW states otherwise, Client is responsible for maintaining current backups of its systems and data before Provider begins work and during the project. Provider is not responsible for loss of Client data where Client did not maintain reasonable backups. 8.4 Allocation of Risk. The Parties agree that the fees reflect the allocation of risk in this Section 8 and that this limitation of liability is an essential part of the Agreement.
7. TERM & TERMINATION:
7.1 Term. This Agreement starts on the Effective Date and continues until all SOWs under this Agreement are completed, unless ended earlier under this Section 7. 7.2 Termination for Convenience. Either Party may terminate this Agreement or any SOW for convenience by giving thirty (30) days' written notice to the other Party. If Client terminates for convenience, Client will pay Provider for (a) completed milestones, plus (b) work in progress on a time-and-materials basis at Provider's standard hourly or daily rates, up to but not exceeding the applicable Project Fee. The initial deposit is not refundable. 7.3 Termination for Cause. Either Party may terminate this Agreement or any SOW immediately by written notice if the other Party (a) materially breaches this Agreement or an SOW and does not fix the breach within fifteen (15) calendar days after receiving written notice that describes the breach, or (b) becomes insolvent, goes into liquidation, or ceases business operations. 7.4 Effect of Termination. Upon termination of this Agreement or an SOW: (a) Client will pay Provider all amounts due for Services performed and approved expenses incurred up to the effective termination date; and (b) Provider will deliver to Client any work-in-progress that has been paid for, in a reasonable format. 7.5 Survival. Any terms that by their nature should continue after termination (such as payment obligations, confidentiality, intellectual property ownership, and limitation of liability) will continue to apply.
9. GOVERNING LAW & DISPUTE RESOLUTION:
9.1 Governing Law. This Agreement will be governed by and interpreted under the laws of the state chosen by the Parties in the SOW or by written agreement, without regard to its conflict-of-laws rules. 9.2 Good Faith Discussions. If a dispute arises out of or relates to this Agreement or any SOW, the Parties will first try in good faith to resolve the dispute through informal discussions between business contacts. 9.3 Mediation and Small Claims. If the Parties cannot resolve the dispute within thirty (30) days after one Party notifies the other of the dispute, either Party may suggest non-binding mediation with a neutral mediator in a location agreed by the Parties. Either Party may also choose to bring a qualifying claim in small claims court in the appropriate jurisdiction. 9.4 Venue. If a dispute proceeds in court (other than small claims court), the Parties agree to submit to the personal jurisdiction and venue of the state and federal courts located in the state and county specified in the SOW or other written agreement between the Parties.
10. GENERAL PROVISIONS:
10.1 Independent Contractor. Provider is an independent contractor and is not an employee, partner, or agent of Client. Provider is responsible for all taxes, insurance, and benefits for its own personnel. 10.2 Intellectual Property and License. (a) Ownership of Pre-Existing Materials. Each Party keeps ownership of any software, tools, code, templates, or other materials it owned or developed before this Agreement or outside the scope of this Agreement ("Pre-Existing Materials"). (b) Project IP. Unless an SOW says otherwise, upon Client's full payment of all amounts due under the applicable SOW, Provider assigns to Client all rights, title, and interest (if any) that Provider may have in the custom code and other deliverables created specifically for Client under that SOW, excluding Provider's Pre-Existing Materials and general know-how. (c) License Back to Provider. Client grants Provider a non-exclusive, royalty-free license to use the deliverables (excluding Client's confidential information) in Provider's internal portfolios and as anonymized examples of work, unless Client objects in writing. (d) License to Pre-Existing Materials. To the extent Provider's Pre-Existing Materials are included in the deliverables, Provider grants Client a non-exclusive, worldwide license to use those Pre-Existing Materials only as part of, and as necessary to use, the deliverables. 10.3 Confidentiality. Each Party may receive non-public, confidential, or proprietary information from the other Party. The receiving Party will use such information only to perform its obligations under this Agreement and will not share it with third parties, except with its employees, contractors, or advisors who need to know it and are bound to keep it confidential. These obligations do not apply to information that is or becomes publicly known without the receiving Party's fault, is already known to the receiving Party without duty of confidentiality, is independently developed, or is rightfully received from another source without duty of confidentiality. 10.4 Entire Agreement. This Agreement and any SOWs attached to or executed under it make up the entire understanding between the Parties about the subject matter. They replace all prior or current written or oral understandings about that subject. 10.5 Amendments. Any change or addition to this Agreement or to an SOW must be in writing and signed or clearly approved (including by email) by both Parties. 10.6 No Waiver. If either Party does not enforce a right or provision under this Agreement, it does not mean that the Party gives up that right or provision in the future. 10.7 Severability. If any part of this Agreement is found to be invalid or cannot be applied, that part will be limited or removed to the minimum extent necessary, and the rest of the Agreement will remain in full force. 10.8 Assignment. Neither Party may assign or transfer this Agreement or any SOW, in whole or in part, without the other Party's prior written consent, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. 10.9 Notices. Any formal notice under this Agreement must be in writing and sent to the contact addresses stated in the SOW or as later updated in writing. Notices may be delivered by personal delivery, recognized courier, or email, and will be considered received on the date of delivery or, for email, when sent without an error notice.
11. SIGNATURES:
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives. PROVIDER: Name: ________________________________ Title: _________________________________ Company (if applicable): ________________ Signature: _____________________________ Date: _________________________________ CLIENT: Name: ________________________________ Title: _________________________________ Company (if applicable): ________________ Signature: _____________________________ Date: _________________________________
FAQ
FAQ
What is a Software development contract?
A Software development contract is a service agreement tailored to Software development contract work. It defines scope, fees, schedule, responsibilities, and risk allocation, and the exact clauses vary by service category.
Who is this contract for?
For service providers and clients, including independent contractors, freelancers, agencies, managed service firms, homeowners, property managers, and businesses.
How to get a Software development contract customizable?
Describe your service in plain language, the AI turns it into a structured brief and generates the draft. Then you can rewrite a clause with one click and download the final contract.
How to write a Software development contract?
Start with parties and scope, then add fees, schedule, access, and deliverables. Emphasize risk sections like cancellations, liability, damages, exclusions, termination, and dispute handling.
Can I download the contract as PDF or Word?
Yes. After the draft is generated, you can export it as PDF or Word when available.
Is this a contract builder or just a template?
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