Software Development Agreement (SDA)

1. Definitions

• Software: the application, system, and related materials to be developed as described in Exhibit A.
• Specifications: detailed requirements in Exhibit A.
• Deliverables: outputs to be delivered, listed in Exhibit B.
• Acceptance: Client's written confirmation that a Deliverable meets the Specifications.

2. Project Scope & Services

The Developer shall design, develop, test, and deliver the Software in accordance with Exhibit A and the Deliverables set out in Exhibit B. Services include project planning, system design, development, quality assurance, deployment, and documentation as specified.

3. Client Responsibilities

• Provide information, content, and access required for development in a timely manner.
• Appoint a project representative for approvals and communication.
• Review and provide feedback within the timeframes set out in Exhibit C.
• Make payments per Section 5.

4. Project Timeline

The Project Schedule is in Exhibit C. Delays caused by the Client (late approvals, missing resources) will extend timelines accordingly.

5. Fees & Payment Terms

• Total Project Fee: [Amount & Currency]
• Payment Schedule: see Exhibit C (Milestones & Payment %).
• Third-party costs (licenses, hosting) are billed separately with prior approval.
• Late payments may incur interest of [X% per month] after [X days] past due.

6. Change Requests

Any change to scope shall be made by a written Change Request describing the change, cost impact, and schedule impact. No change is effective until signed by both Parties.

7. Acceptance Testing

The Developer shall deliver the Software for Client testing. The Client has [X days] to perform acceptance testing. If the Client provides no written defects within the acceptance period, the Deliverable will be deemed accepted.

8. Intellectual Property

Upon full payment, ownership of the Software and associated IP shall transfer to the Client, except Developer's Pre-Existing Materials (tools, libraries, frameworks). The Developer grants a perpetual, royalty-free license to use Pre-Existing Materials included in the Software.

9. Confidentiality

Both Parties shall keep confidential any non-public information exchanged and not disclose it except as required by law. This obligation survives termination for [X years].

10. Warranties & Remedies

• The Developer warrants the Software will substantially conform to the Specifications for [X months] after Acceptance.
• Developer does not warrant the Software will be error-free. The Developer's sole obligation for breach of warranty is to correct defects discovered within the warranty period.

11. Support & Maintenance

Bug fixes during the warranty period are provided at no additional cost. Ongoing support and enhancements require a separate Support & Maintenance Agreement.

12. Termination

Either Party may terminate this Agreement with [X days] written notice if the other Party materially breaches and fails to cure within [X days]. Upon termination, the Client pays for work performed up to the termination date and the Developer delivers work-in-progress upon receipt of payment.

13. Indemnification

The Developer shall indemnify the Client from third-party claims that the Software infringes third-party IP, provided the Client promptly notifies the Developer and allows the Developer to control defense and settlement. The Client shall indemnify the Developer for claims arising from Client-provided materials, data, or instructions.

14. Limitation of Liability

Neither Party shall be liable for indirect, incidental, or consequential damages. The Developer's aggregate liability shall not exceed the total fees paid by the Client under this Agreement.

15. Force Majeure

Neither Party is liable for delays caused by events beyond reasonable control, including acts of God, war, strikes, or government actions.

16. Governing Law & Dispute Resolution

This Agreement is governed by the laws of [Jurisdiction]. Disputes shall be resolved by [arbitration/mediation/courts] in [Location] unless otherwise agreed.

17. Miscellaneous

• This Agreement (including Exhibits) constitutes the entire agreement between the Parties.
• No amendment is effective unless in writing and signed by both Parties.
• Neither Party may assign the Agreement without the other's written consent, except to an affiliate or successor by merger.
• Notices must be in writing and sent to the addresses in the header of this Agreement.