Contract for Software Development Services

This Agreement ("Agreement") is made and entered into on [Date] by and between:

Client: [Client Name]

Address: [Client Address]
Email: [Client Email]
Phone: [Client Phone]

Service Provider: [Service Provider Name]

Address: [Service Provider Address]
Email: [Service Provider Email]
Phone: [Service Provider Phone]

WHEREAS, the Client desires to have software development services performed; and

WHEREAS, the Service Provider is skilled and experienced in providing such services;

NOW, THEREFORE, in consideration of the mutual promises and agreements contained

herein, the parties hereto agree as follows:

1. Scope of Work

The Service Provider agrees to provide software development services as detailed in Exhibit A
attached hereto and made a part of this Agreement ("Services"). The Services shall include but
are not limited to the design, development, testing, and deployment of [specific software
project].

2. Deliverables

The Service Provider shall deliver the following deliverables to the Client according to the
timeline specified in Exhibit B:

 [Deliverable 1]
 [Deliverable 2]
 [Deliverable 3]

3. Compensation

3.1 Fees
The Client agrees to pay the Service Provider a total fee of $[Total Fee] for the Services.
Payment shall be made according to the following schedule:

 30% upon signing this Agreement

 30% upon completion of the [specific milestone or phase]
  40% upon final delivery and approval of the software

3.2 Expenses
The Client shall reimburse the Service Provider for any pre-approved expenses incurred in
connection with the performance of the Services.

4. Term and Termination

4.1 Term
This Agreement shall commence on [Start Date] and shall continue until [End Date], unless
terminated earlier in accordance with this Agreement.

4.2 Termination for Convenience

Either party may terminate this Agreement for convenience by providing thirty (30) days' written
notice to the other party.

4.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party
breaches any material term of this Agreement and fails to cure such breach within fifteen (15)
days after receipt of written notice of such breach.

5. Confidentiality

5.1 Confidential Information

For the purposes of this Agreement, "Confidential Information" shall include all information that
is confidential or proprietary in nature, disclosed by one party to the other, whether orally or in
writing.

5.2 Obligations
Both parties agree to maintain the confidentiality of the Confidential Information and not to
disclose or use such information except as necessary to perform their obligations under this
Agreement.

6. Intellectual Property

6.1 Ownership
The Service Provider agrees that all deliverables, including but not limited to software code,
documentation, and designs, developed under this Agreement shall be the sole and exclusive
property of the Client.

6.2 License
The Service Provider grants the Client a perpetual, royalty-free, non-exclusive license to use any
pre-existing intellectual property incorporated into the deliverables.

7. Warranties and Representations

7.1 Service Provider Warranties
The Service Provider represents and warrants that:

 The Services will be performed in a professional and workmanlike manner.

 The deliverables will substantially conform to the specifications set forth in Exhibit A.
 The deliverables will be free from material defects for a period of ninety (90) days from
the date of final delivery.

7.2 Disclaimer of Warranties

Except as expressly provided herein, the Service Provider disclaims all other warranties, express
or implied, including any implied warranties of merchantability or fitness for a particular
purpose.

8. Indemnification

The Service Provider agrees to indemnify and hold harmless the Client from and against any and
all claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of
or in connection with the Service Provider’s performance of the Services.

9. Limitation of Liability

In no event shall either party be liable to the other for any indirect, incidental, special, or
consequential damages, including loss of profits or revenue, even if such party has been advised
of the possibility of such damages.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of
[State], without regard to its conflict of laws principles.

11. Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall be resolved through good
faith negotiation between the parties. If the dispute cannot be resolved through negotiation, it
shall be submitted to mediation before a mutually agreed-upon mediator.

12. Miscellaneous

12.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior agreements and understandings, whether written or oral.

12.2 Amendments
This Agreement may be amended only by a written agreement signed by both parties.
12.3 Assignment
Neither party may assign its rights or obligations under this Agreement without the prior written
consent of the other party.

12.4 Notices
All notices required or permitted under this Agreement shall be in writing and shall be deemed
given when delivered personally, sent by email (with confirmation of receipt), or sent by
certified mail, return receipt requested, to the addresses set forth above.

12.5 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining
provisions shall continue to be valid and enforceable.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.

Client:

Signature
[Client Name]
[Title]
Date: [Date]

Service Provider:

Signature
[Service Provider Name]
[Title]
Date: [Date]

Exhibit A: Scope of Work

[Detailed description of the services to be provided, including specific tasks, deliverables, and
any technical specifications.]

Exhibit B: Project Timeline

[Detailed timeline outlining the phases of the project, key milestones, and deadlines for each
deliverable.]