Software Development Agreement
(Pro-Developer)

Summary

This template is a Software Development Agreement for the one-off design and development of custom software, drafted from the developer's perspective. This agreement covers software that will be controlled and used by the customer on customer's system. The template should be tailored for the specific facts and circumstances of the proposed arrangement. This template includes practical guidance, drafting notes, alternate clauses, and optional clauses. It does not pertain to software that will be: • Controlled and used by the customer on a system hosted by the software developer or any third party on its respective system • Used by a government or any of its agencies or in an industry governed by industry-specific regulations, laws, or restrictions • Used or accessed outside of the United States In situations where the customer engages an independent contractor or hires an employee for ongoing software development consulting, you should use an independent contractor or employment agreement, as appropriate. For a more detailed discussion on drafting a software development agreement, see Software Development Agreement Negotiating and Drafting.