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Draft a Software Development Agreement for a mobile app.
Software Development Agreement for a Mobile App
Table of Contents
Introduction
Definitions
Scope of Work
Payment Terms
Intellectual Property Rights
Confidentiality
Warranties and Representations
Indemnification
Limitation of Liability
Term and Termination
Dispute Resolution
Governing Law
Miscellaneous Provisions
Signatures
1. Introduction
This Software Development Agreement ("Agreement") is made and entered into as of [Date], by and between [Client's Full Name], located at [Client's Address] ("Client"), and [Developer's Full Name], located at [Developer's Address] ("Developer"). This Agreement sets forth the terms and conditions under which Developer agrees to develop a mobile application ("App") for Client.
2. Definitions
"App": The mobile application to be developed under this Agreement.
"Confidential Information": Any non-public information disclosed by either party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects.
"Deliverables": The specific outputs and results to be delivered by Developer as described in the Scope of Work.
"Intellectual Property Rights": All rights, titles, and interests in and to any patents, copyrights, trademarks, trade secrets, and other proprietary rights.
3. Scope of Work
Developer agrees to develop the App in accordance with the specifications and requirements set forth in Exhibit A ("Scope of Work"). The Scope of Work shall include, but not be limited to:
Design and Development: Developer shall design and develop the App, including user interface, functionality, and backend services.
Testing: Developer shall perform testing to ensure the App meets the specifications and is free of significant defects.
Deployment: Developer shall assist in deploying the App to the relevant app stores (e.g., Google Play Store, Apple App Store).
4. Payment Terms
Total Fee: The total fee for the development of the App shall be [Total Amount in KES].
Payment Schedule: Payments shall be made according to the following schedule:
[Percentage]% upon signing this Agreement.
[Percentage]% upon completion of the design phase.
[Percentage]% upon completion of the development phase.
[Percentage]% upon final delivery and acceptance of the App.
Late Payments: Any payment not made within [Number] days of the due date shall incur a late fee of [Percentage]% per month.
5. Intellectual Property Rights
Ownership: Upon full payment of all fees, Client shall own all rights, titles, and interests in and to the App, including all Intellectual Property Rights.
License to Developer: Client grants Developer a non-exclusive, non-transferable, royalty-free license to use the App solely for the purpose of developing and testing the App under this Agreement.
6. Confidentiality
Obligations: Each party agrees to keep confidential and not disclose to any third party any Confidential Information received from the other party.
Exceptions: Confidential Information does not include information that is (a) publicly known, (b) already known to the receiving party, (c) independently developed by the receiving party, or (d) required to be disclosed by law.
7. Warranties and Representations
Developer Warranties: Developer warrants that the App will be developed in a professional and workmanlike manner and will conform to the specifications set forth in the Scope of Work.
Client Warranties: Client warrants that it has the right to provide any materials or information supplied to Developer for use in the development of the App.
8. Indemnification
By Developer: Developer agrees to indemnify, defend, and hold harmless Client from any claims, damages, or expenses arising from Developer's breach of this Agreement or infringement of any third-party Intellectual Property Rights.
By Client: Client agrees to indemnify, defend, and hold harmless Developer from any claims, damages, or expenses arising from Client's breach of this Agreement or infringement of any third-party Intellectual Property Rights.
9. Limitation of Liability
In no event shall either party be liable to the other for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement, even if advised of the possibility of such damages. The total liability of either party for any claim arising out of or in connection with this Agreement shall not exceed the total fees paid by Client to Developer under this Agreement.
10. Term and Termination
Term: This Agreement shall commence on the date first written above and shall continue until the completion of the development and delivery of the App, unless earlier terminated as provided herein.
Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] days' written notice to the other party.
Termination for Cause: Either party may terminate this Agreement for cause if the other party breaches any material term of this Agreement and fails to cure such breach within [Number] days' written notice.
11. Dispute Resolution
Negotiation: The parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation.
Arbitration: If the dispute cannot be resolved through negotiation, it shall be resolved by binding arbitration in accordance with the rules of the [Arbitration Institution] in [Location]. The decision of the arbitrator shall be final and binding on the parties.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict of laws principles.
13. Miscellaneous Provisions
Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.
Amendments: This Agreement may be amended only by a written instrument signed by both parties.
Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
14. Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
Client:
[Client's Full Name]
[Client's Address]
[Client's Email Address]
[Client's Phone Number]
Signature: ___________________________
Date: _______________________________
Developer:
[Developer's Full Name]
[Developer's Address]
[Developer's Email Address]
[Developer's Phone Number]
Signature: ___________________________
Date: _______________________________
TLDR
This Software Development Agreement outlines the terms and conditions for the development of a mobile application between a client and a developer, including scope of work, payment terms, intellectual property rights, confidentiality, warranties, indemnification, limitation of liability, term and termination, dispute resolution, governing law, and miscellaneous provisions.
Conclusion
This Agreement ensures that both parties are clear on their responsibilities and rights, providing a legal framework to protect their interests throughout the development process. It is crucial to have such agreements in place to avoid misunderstandings and disputes, ensuring a smooth and successful project completion.
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