Software Development Agreement

SOFTWARE DEVELOPMENT AGREEMENT

This Agreement is made on [Date] between [Client] and [Developer]

1. Parties. This Software Development Agreement is executed between [Client], [Address] (the "Client") and [Developer], [Address] (the "Developer").
2. Recitals. The Client wishes to engage the Developer to design, develop and deliver software as described in the Statement of Work.
3. Scope & Consideration. The Developer shall develop the [Software / Application] per the Statement of Work for a total fee of Rs. [Amount], commencing [Effective Date].
4. Milestones & Deliverables. Development shall proceed in the milestones in Schedule I, with deliverables and payments released on acceptance of each milestone.
5. Acceptance Testing & Obligations. The Client shall test each deliverable within [__] days; deliverables not rejected in writing within that period are deemed accepted.
6. Intellectual Property. On full payment, all IP in the developed software shall vest in the Client; pre-existing tools of the Developer remain its property with a licence to the Client.
7. Representations & Warranties. The Developer warrants that the software will conform to specifications, be free from known malware, and not infringe third-party IP.
8. Confidentiality. Each party shall keep the other's confidential information and source code secret during and after the term.
9. Warranty & Support. The Developer shall rectify defects free of charge for [__] months post-acceptance and provide support at the agreed rates thereafter.
10. Limitation of Liability. Save for IP infringement and confidentiality breach, the Developer's liability shall not exceed the fees paid under this Agreement.
11. Term & Termination. This Agreement continues until the software is delivered and accepted, terminable on material breach with [__] days cure notice.
12. Governing Law & Jurisdiction. This Agreement is governed by the laws of India and subject to the jurisdiction of courts at [City].
13. Dispute Resolution. Disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, seated at [City].

IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above.