Learn how to create a detailed technical development contract using an AI-powered contract generation tool. Ideal for software and app development projects.
Clicking the download button will access the backend service to generate and download the Word document.
Pay $1 to get 4 more powerful AI model optimization contracts. Below are optimization suggestions and analysis provided by 8Contract's paid models for the contract draft above. This content can help you further refine the contract.Paid models will output DOCX and MD files for download and editing.
This Technical Development Contract (the "Agreement") is made and entered into as of [DATE] (the "Effective Date"), by and between [Client Full Legal Name], a [Client's State of Incorporation, e.g., Delaware corporation] with its principal place of business at [Client Full Address] ("Client"), and [Developer Full Legal Name], a [Developer's State of Incorporation/Type of Entity, e.g., California Limited Liability Company] with its principal place of business at [Developer Full Address] ("Developer"). Client and Developer may be referred to individually as a "Party" and collectively as the "Parties."
WHEREAS, Client is desirous of engaging Developer to provide certain software development services; and
WHEREAS, Developer represents that it has the expertise, resources, and personnel necessary to perform such services;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Definitions.
Developer agrees to perform software development services (the "Services") to design, develop, test, and deliver a custom software platform (the "Platform") with the following primary features: user login and authentication, payment gateway integration, and an administrative dashboard. The Services shall be performed in accordance with the detailed specifications, functionalities, and technical requirements set forth in Exhibit A (Detailed Specifications and Milestone Breakdown), which is attached hereto and incorporated herein by reference. Exhibit A shall be the controlling document for the scope of work.
The project will be completed in three (3) distinct milestones, each with specific Deliverables:
The project shall commence on [START DATE] (the "Commencement Date") and is estimated to be completed by [END DATE] (the "Target Completion Date"), subject to adjustments as mutually agreed upon in writing pursuant to Section 10 (Change Requests). Target completion dates for each milestone are as follows:
Developer shall use commercially reasonable efforts to meet these target dates. If Developer anticipates any delay, Developer shall promptly notify Client in writing, explaining the reason for the delay and proposing a revised timeline.
Client Dependencies. Developer’s ability to perform its obligations under this Agreement may depend on Client’s timely performance of its obligations, including providing necessary information, resources, access, and approvals. Client agrees to cooperate fully and in a timely manner with Developer. Any delays caused by Client's failure to meet its obligations may result in an equitable adjustment to the project timeline and costs, subject to the Change Request process in Section 10.
In consideration for the Services rendered and Deliverables provided by Developer, Client shall pay Developer a total fixed fee of [TOTAL AMOUNT, e.g., $XX,XXX USD] (the "Total Fee"). The Total Fee shall be payable according to the following milestone-based payment schedule:
Developer shall submit a detailed invoice to Client upon the completion and acceptance of each milestone. Client shall pay undisputed invoices within [Number, e.g., fifteen (15)] calendar days of receipt. Late payments shall accrue interest at a rate of one and a half percent (1.5%) per month, or the highest rate permitted by applicable law, whichever is lower. All payments shall be made in United States Dollars via [Specify method, e.g., wire transfer to an account designated by Developer].
(a) Ownership by Client: Upon full and final payment of the Total Fee by Client to Developer, Client shall be the sole and exclusive owner of all rights, title, and interest in and to the Platform and all Deliverables created by Developer specifically for Client under this Agreement, including all associated Intellectual Property Rights. Developer agrees to assign, and hereby assigns, to Client all such rights, title, and interest. Developer shall execute any additional documents reasonably requested by Client to evidence or perfect Client's ownership.
(b) Developer's Retained Rights: Notwithstanding Section 5(a), Developer shall retain ownership of its pre-existing intellectual property and any generic, non-specific tools, libraries, routines, or subroutines developed by Developer that do not incorporate Client’s Confidential Information or the specific, unique functionalities of the Platform ("Developer Tools"). Developer grants Client a non-exclusive, perpetual, royalty-free, worldwide license to use any Developer Tools incorporated into the Platform solely as part of the Platform. Specifically, Developer may reuse basic, anonymized software components such as general-purpose authentication modules or utility functions, provided that: (i) such components are not specific to the core business logic or unique features of the Client’s Platform (specifically excluding the user login workflows and payment processing modules designed for Client); (ii) reuse does not involve disclosure of Client's Confidential Information; (iii) reusable code is fully anonymized to remove any Client-specific data or references; and (iv) such components are not used in any product or service that directly competes with the Client’s Platform or business as described to Developer.
(c) Third-Party Materials: Any third-party materials, including open-source software, incorporated into the Platform shall be identified by Developer to Client, and Client's use of such materials shall be subject to the applicable third-party licenses. Developer shall ensure that any such third-party licenses are compatible with Client’s intended use of the Platform.
(a) Definition: "Confidential Information" means any and all non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Client's Confidential Information includes, but is not limited to, its customer database, marketing strategies, business plans, financial information, proprietary software specifications, and any data or information related to the Platform's development and functionality. Developer's Confidential Information includes its proprietary Developer Tools and methodologies not otherwise made public.
(b) Obligations: The Receiving Party agrees to: (i) use the Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement; (ii) hold the Confidential Information in strict confidence and take all reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials); (iii) not disclose any Confidential Information to any third party without the Disclosing Party's prior written consent, except as permitted herein.
(c) Exclusions: Confidential Information does not include information that: (i) is or becomes publicly known through no wrongful act of the Receiving Party; (ii) was in the Receiving Party's lawful possession prior to disclosure by the Disclosing Party; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is lawfully obtained by the Receiving Party from a third party without restriction and without breach of this Agreement.
(d) Compelled Disclosure: If the Receiving Party is compelled by law, regulation, or court order to disclose any Confidential Information, it shall provide the Disclosing Party with prompt prior written notice of such requirement (to the extent legally permissible) so that the Disclosing Party may seek a protective order or other appropriate remedy.
(e) Return or Destruction: Upon termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all materials containing Confidential Information, and certify such destruction in writing.
(f) Duration: The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of [Number, e.g., five (5)] years, or, with respect to trade secrets, for as long as such information remains a trade secret under applicable law.
(a) Process: Upon completion of each milestone, Developer shall notify Client in writing that the corresponding Deliverables are ready for acceptance testing. Client shall have [Number, e.g., ten (10)] business days from such notification (the "Acceptance Period") to test the Deliverables against the agreed-upon Acceptance Criteria outlined in Exhibit A and this Section.
(b) Criteria: The Deliverables for each milestone will be deemed accepted if they substantially conform to the Specifications in Exhibit A and meet the following general criteria: (i) for Milestone 1: user login, account creation, and password recovery functionalities operate without material errors and are secure; (ii) for Milestone 2: payment integration processes PayPal and credit card transactions smoothly, accurately, and securely, with appropriate confirmation and error handling; (iii) for Milestone 3: the admin dashboard provides accurate reports, allows for effective user management, and functions as specified.
(c) Rejection and Cure: If Client, in its reasonable good faith judgment, determines that any Deliverable does not meet the Acceptance Criteria, Client shall provide Developer with written notice of rejection within the Acceptance Period, detailing the specific deficiencies. Developer shall use commercially reasonable efforts to correct such deficiencies within [Number, e.g., ten (10)] business days (the "Cure Period") and resubmit the Deliverables for re-testing. This process shall repeat until the Deliverables are accepted or the Agreement is terminated. If Developer fails to cure the deficiencies after [Number, e.g., two (2)] attempts, Client may, at its option, terminate this Agreement pursuant to Section 9.
(a) Performance Warranty: Developer warrants that for a period of three (3) months following Client’s final written acceptance of the completed Platform (the "Warranty Period"), the Platform will operate substantially in accordance with the Specifications outlined in Exhibit A when used in the intended operating environment.
(b) Scope of Warranty: During the Warranty Period, Developer shall, at its own expense, correct any reproducible defects in the Platform that constitute a breach of this warranty ("Defects"), specifically including critical bugs, material performance issues, and security vulnerabilities directly attributable to Developer's work. Developer commits to acknowledging receipt of any reported Defect within [Number, e.g., twenty-four (24)] hours and providing a plan for resolution, with a target response time to initiate corrective action within forty-eight (48) hours for critical Defects.
(c) Exclusions: This warranty shall not apply to Defects resulting from: (i) modifications to the Platform made by anyone other than Developer; (ii) Client's misuse or improper operation of the Platform; (iii) combination of the Platform with hardware or software not specified in Exhibit A or approved by Developer; or (iv) third-party software or services, including payment gateways, except to the extent a Defect is caused by Developer's incorrect integration of such third-party elements.
(d) Disclaimer: EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 8 AND SECTION 13, DEVELOPER MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES OR DELIVERABLES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
(a) Termination for Material Breach: Either Party may terminate this Agreement effective immediately upon written notice to the other Party if the other Party materially breaches any of its obligations under this Agreement and fails to cure such breach within ten (10) calendar days after receiving written notice specifying the breach. Material breaches include, but are not limited to: (i) Developer's failure to meet agreed-upon milestone deadlines after any mutually agreed extensions, provided such failure is not excused by Client-caused delays or Force Majeure; (ii) breach of the confidentiality obligations in Section 6; (iii) Client's failure to make timely payments as per Section 4.
(b) Termination for Insolvency: Either Party may terminate this Agreement immediately by written notice if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, files a petition in bankruptcy, has a receiver appointed, or commences or has commenced against it proceedings under any bankruptcy or insolvency law which are not dismissed within sixty (60) days.
(c) Termination for Convenience by Client: Client may terminate this Agreement for its convenience, in whole or in part, at any time by providing Developer with at least [Number, e.g., thirty (30)] calendar days' prior written notice. In the event of termination for convenience, Client shall pay Developer for all Services performed and Deliverables completed and accepted up to the effective date of termination, plus any non-cancellable expenses incurred by Developer in reasonable reliance on this Agreement prior to receiving the notice of termination.
(d) Consequences of Termination: Upon termination or expiration of this Agreement: (i) Client shall pay Developer for all Services properly performed and accepted Deliverables up to the effective date of termination; (ii) each Party shall promptly return or destroy all Confidential Information of the other Party in its possession or control; (iii) Developer shall deliver to Client all work in progress and Deliverables for which payment has been made.
(e) Survival: The provisions of Sections 5 (Intellectual Property), 6 (Confidentiality), 8 (Warranty, for its specified term), 9(d) (Consequences of Termination), 9(e) (Survival), 11 (Limitation of Liability), 14 (Governing Law and Dispute Resolution), 16 (Notices), and any other provisions which by their nature should survive, shall survive the termination or expiration of this Agreement.
Client or Developer may propose changes to the Scope of Work, Specifications, Deliverables, or timeline ("Change Requests"). All Change Requests must be submitted in writing and shall detail the proposed change, the reason for the change, and the potential impact on project cost, timeline, and other terms of this Agreement. No Change Request shall be binding unless and until it is formally documented in a written "Change Order," signed by authorized representatives of both Parties, which specifies the agreed-upon changes, including any adjustments to the Total Fee and project schedule. Developer shall not be obligated to perform any work outside the agreed-upon Scope of Work unless a Change Order has been duly executed.
Developer shall provide Client with written progress reports every two (2) weeks, delivered via email or through Client's designated project management software (e.g., [Specify Software, e.g., Jira, Asana]). These reports shall detail work completed, work in progress, any issues encountered, and upcoming tasks. Key points of contact for this project are:
For Client: [Name], [Title], [Email], [Phone]
For Developer: [Name], [Title], [Email], [Phone]
Regular status meetings (e.g., weekly or bi-weekly) may be scheduled as mutually agreed.
(a) Direct Damages: EXCEPT FOR BREACHES OF CONFIDENTIALITY (SECTION 6), OBLIGATIONS UNDER INDEMNIFICATION (SECTION 15, IF ADDED), OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEE PAID OR PAYABLE BY CLIENT TO DEVELOPER UNDER THIS AGREEMENT.
(b) Exclusion of Consequential Damages: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
It is expressly understood and agreed that Developer is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Developer shall be solely responsible for its own taxes, insurance (including workers' compensation), and other employment-related obligations. Neither Party shall have any authority to bind the other Party in any respect.
Client acknowledges that the integration of payment gateways (e.g., PayPal, credit card processors) and other third-party services is subject to the terms, conditions, APIs, and operational stability of such third-party providers. Developer shall use commercially reasonable efforts to integrate such services as specified, but shall not be held liable for delays, malfunctions, or issues directly caused by these third-party providers, provided Developer has acted with due diligence. Developer will cooperate in good faith with Client and the third-party provider to diagnose and resolve any such issues. Client is responsible for establishing and maintaining its own accounts and agreements with such third-party providers.
This Agreement and any disputes arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of [Specify State, e.g., Delaware, New York], United States, without regard to its conflict of laws principles.
Dispute Resolution.
(Alternative to (c) - Litigation)
Representations and Warranties. Developer represents and warrants that: (a) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (b) the Services will be performed in a professional and workmanlike manner, consistent with industry standards, by qualified personnel; (c) to the best of its knowledge, the Deliverables, when delivered and used as contemplated by this Agreement, will not infringe upon or misappropriate the Intellectual Property Rights of any third party (excluding any materials provided by Client); and (d) it will comply with all applicable laws and regulations in the performance of its Services.
Indemnification.
(a) By Developer: Developer shall defend, indemnify, and hold harmless Client, its officers, directors, employees, and agents from and against any and all third-party claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) a breach by Developer of any of its representations, warranties, or obligations under this Agreement; or (ii) a claim that the Deliverables developed by Developer (excluding any Client-provided materials or third-party components whose use Client directed or approved) infringe or misappropriate any third party's Intellectual Property Rights.
(b) By Client: Client shall defend, indemnify, and hold harmless Developer, its officers, directors, employees, and agents from and against any and all third-party claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) a breach by Client of any of its representations, warranties, or obligations under this Agreement; or (ii) Client's use of the Deliverables in a manner not contemplated by this Agreement or that infringes third-party rights due to Client-provided materials or modifications.
(c) Procedure: The indemnified Party shall promptly notify the indemnifying Party in writing of any claim and shall cooperate with the indemnifying Party in the defense of such claim. The indemnifying Party shall have sole control of the defense and settlement of any such claim, provided that the indemnifying Party shall not settle any claim in a manner that admits fault or imposes an unreimbursed obligation on the indemnified Party without the indemnified Party's prior written consent, which shall not be unreasonably withheld.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses set forth on the first page of this Agreement (or to such other address as may be designated by a Party from time to time in accordance with this section).
Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (i) shortage of adequate power or transportation facilities (each a "Force Majeure Event"). The Party suffering a Force Majeure Event shall give prompt notice to the other Party, stating the period of time the occurrence is expected to continue, and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.
Assignment. Neither Party may assign or transfer any of its rights or delegate any of its obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Any attempted assignment or delegation in violation of this Section shall be null and void. Notwithstanding the foregoing, Client may assign this Agreement in its entirety, without consent of Developer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Subcontracting. Developer may not subcontract any portion of the Services to be performed under this Agreement without the prior written consent of Client, which may be granted or withheld in Client's sole discretion. If Client consents to subcontracting, Developer shall remain fully responsible and liable for the performance of all subcontracted obligations and for the acts and omissions of its subcontractors as if they were Developer's own acts and omissions. Developer shall ensure that any subcontractor agrees in writing to be bound by terms no less protective of Client's rights (particularly regarding confidentiality and intellectual property) than those set forth in this Agreement.
Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible.
Entire Agreement. This Agreement, including all Exhibits and attachments hereto, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
Amendments. No amendment to or modification of this Agreement shall be effective unless it is in writing, refers specifically to this Agreement, and is signed by an authorized representative of each Party.
Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Technical Development Contract to be executed by their duly authorized representatives as of the Effective Date.
[Client Full Legal Name]
By: _____________________________
Name: [Authorized Signatory]
This Technical Development Contract (the "Agreement") is made and entered into as of [DATE] by and between [Client Name], located at [Client Address] ("Client"), and [Developer Name], located at [Developer Address] ("Developer").
Developer agrees to develop a custom software platform (the "Platform") with the following features: user login, payment integration, and an admin dashboard. The specific functionalities and deliverables for each feature are further detailed below and in the attached Exhibit A, which is incorporated by reference herein.
The project will be completed in three milestones:
Detailed specifications for each milestone, including specific features, functionalities, and deliverables, are outlined in Exhibit A, which shall be reviewed and agreed upon by both parties prior to project commencement. Any ambiguity between this section and Exhibit A shall be resolved in favor of Exhibit A.
The project will commence on [START DATE] and is estimated to be completed by [END DATE], subject to the timely provision of necessary information and resources by the Client and the absence of unforeseen circumstances beyond the Developer's reasonable control. Milestones shall be completed according to the following schedule:
All dates are estimates and subject to change by mutual written agreement. Time is not of the essence unless explicitly stated in a written amendment.
Client shall pay Developer a total fixed fee of [TOTAL AMOUNT] for the successful completion of the Platform and all deliverables as outlined in the Scope of Work and Exhibit A. Payment shall be made according to the following milestone-based payment schedule:
Payments are due within [NUMBER] days of Client's written acceptance of each completed milestone. Invoices shall be submitted electronically to [CLIENT EMAIL ADDRESS FOR INVOICING]. Late payments may accrue interest at a rate of [PERCENTAGE]% per month or the maximum rate permitted by law, whichever is lower.
Upon Client's final payment of all fees due under this Agreement, Client shall own all intellectual property rights, including but not limited to copyrights, patents, trademarks, and trade secrets, in the Platform, including all code, designs, documentation, and other materials created by Developer specifically for the Platform under this Agreement.
Developer retains a non-exclusive, worldwide, royalty-free license to use and reuse basic components and general utility functions developed in the course of this project for other clients and projects, provided that: (a) such components and functions are not directly related to the Platform's core and unique functionality (specifically excluding the user login and payment processing modules as implemented in the Platform); (b) such use does not result in the creation of a product or service that directly competes with the Platform or Client's core business; and (c) any reused code is anonymized and stripped of any Client-specific branding, data, or confidential information. Developer shall not disclose or use Client's Confidential Information in connection with such reused code.
Open-Source Components: Developer warrants that no open-source components requiring reciprocal licensing (e.g., GPL) will be incorporated into the Platform in a way that would require Client to license Client's proprietary code under an open-source license, unless expressly agreed upon in writing by Client.
Developer agrees to maintain the strict confidentiality of all Client Confidential Information. "Confidential Information" includes, but is not limited to, Client's customer database, marketing strategies, proprietary software specifications, business plans, financial information, technical data, trade secrets, and any other information disclosed by Client to Developer that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
Developer shall not disclose Confidential Information to any third party without Client's prior written consent and shall only use Confidential Information for the purpose of performing the services under this Agreement. Developer shall take all reasonable measures to protect the secrecy of and avoid disclosure or unauthorized use of the Confidential Information. This obligation shall survive the termination of this Agreement for a period of [NUMBER] years.
Return or Destruction: Upon termination of this Agreement or at Client's request, Developer shall immediately return to Client or destroy all documents, materials, and other media containing Confidential Information, and shall certify in writing that all such materials have been returned or destroyed.
Client shall conduct acceptance testing for each completed milestone. Within [NUMBER] days of Developer notifying Client of the completion of a milestone, Client shall perform testing to determine if the deliverables meet the acceptance criteria outlined in this section and Exhibit A.
Acceptance Criteria: The deliverables for each milestone will be deemed accepted if they meet the specific requirements detailed in Exhibit A and perform the core functionalities as follows:
Client shall provide written notice to Developer of acceptance or rejection within the [NUMBER]-day testing period. If Client rejects a milestone, Client must provide a detailed written explanation of the reasons for rejection, identifying specific defects or non-conformities. Developer shall have [NUMBER] days to address the identified issues and resubmit the milestone for re-testing. If Client fails to provide written notice of acceptance or rejection within the testing period, the milestone shall be deemed accepted.
Multiple Rejections: If a milestone is rejected more than [NUMBER] times due to the same core issues, Client shall have the right to terminate this Agreement for material breach by Developer.
Developer warrants that the Platform, as delivered upon completion of Milestone 3, will be free from critical bugs, performance issues (meaning the Platform operates within reasonable and expected parameters for its intended use), and security vulnerabilities for a period of three (3) months following Client's written acceptance of Milestone 3. A "critical bug" is defined as an error that prevents a core function of the Platform from operating as intended or causes significant data loss or corruption.
During the warranty period, Developer shall provide reasonable efforts to fix identified critical bugs and performance issues at no additional cost to Client. Developer shall acknowledge receipt of support requests related to warranty issues within 48 hours and will use commercially reasonable efforts to resolve critical issues in a timely manner. This warranty does not cover issues arising from: modifications made to the Platform by anyone other than Developer, misuse of the Platform, changes to the operating environment, or issues caused by third-party services (e.g., PayPal, payment gateway).
Post-Warranty Support: Following the warranty period, Client may engage Developer for ongoing maintenance and support services under a separate agreement to be negotiated and agreed upon by both parties.
This Agreement may be terminated as follows:
Upon termination for any reason, Client shall pay Developer for all services performed and accepted up to the date of termination, prorated based on the completed milestones. Developer shall deliver all work product completed up to the date of termination to Client. Sections 4 (Intellectual Property - regarding Client's ownership), 5 (Confidentiality), 7 (Warranty - for the period already started), 11 (Limitation of Liability), 12 (Independent Contractor), 14 (Governing Law), and 16 (Dispute Resolution) shall survive the termination of this Agreement.
Client may request changes to the Scope of Work by submitting a written Change Request to Developer. The Change Request shall describe the proposed changes in detail. Developer shall evaluate the feasibility and impact of the Change Request on the project timeline, cost, and deliverables. Developer shall provide Client with a written Change Order proposal within [NUMBER] days, outlining the proposed modifications to the scope, timeline, and cost.
The Change Order proposal shall be deemed accepted only upon written agreement and signature by both Client and Developer. No changes to the Scope of Work shall be implemented without a signed Change Order. Delays in agreeing to Change Orders may impact the overall project timeline.
Developer shall maintain regular communication with Client regarding project progress. This includes providing written progress reports every two weeks via email to [CLIENT EMAIL ADDRESS FOR COMMUNICATIONS] or through Client's designated project management software ([SPECIFY SOFTWARE]). Day-to-day communication shall primarily occur through [SPECIFY PRIMARY COMMUNICATION METHOD - e.g., project management software, email, scheduled calls]. Both parties agree to respond to communications in a timely manner, generally within [NUMBER] business days.
Key Contacts: Each party shall designate a primary point of contact for all project communications. Client's contact is [CLIENT CONTACT NAME/TITLE] and Developer's contact is [DEVELOPER CONTACT NAME/TITLE]. All formal notices under this Agreement shall be in writing and sent to the addresses specified in the preamble or via email with confirmation of receipt to the designated email addresses.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DEVELOPER BE LIABLE TO CLIENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF DEVELOPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY DAMAGES THAT CLIENT MIGHT INCUR, DEVELOPER'S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CLIENT TO DEVELOPER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose.
Developer is performing services for Client as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties. Developer shall be solely responsible for all taxes, withholding, and other statutory or contractual obligations of any nature, including, without limitation, workers’ compensation insurance, applicable to Developer’s performance of services hereunder. Developer has no authority to bind Client or to enter into contracts on behalf of Client.
Client acknowledges that the successful integration with third-party payment gateway providers (e.g., PayPal, [SPECIFY OTHER GATEWAY]) is dependent on the continued availability and functionality of those third-party services and their respective APIs. Developer shall not be liable for delays, errors, or issues arising solely from failures, changes, or outages of the third-party payment gateway services. Developer will use commercially reasonable efforts to implement the integration according to the third-party providers' documentation and will cooperate in good faith with Client to address issues caused by third-party services, but any work required to address issues caused by third-party changes or failures after initial successful integration may be subject to a Change Order.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of [SPECIFY STATE], United States, without regard to its conflict of laws principles.
Jurisdiction: Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the federal or state courts located in [SPECIFY COUNTY AND STATE], and the parties hereby consent to the personal jurisdiction and venue therein.
Both parties agree to cooperate in good faith to facilitate the timely and effective completion of the project. Client agrees to provide necessary information, feedback, and resources to Developer in a timely manner. Developer agrees to communicate openly and honestly about project progress, challenges, and needs.
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall first be attempted to be resolved through good faith negotiation between the parties. If the dispute cannot be resolved through negotiation within [NUMBER] days, the parties agree to submit the dispute to mediation in [SPECIFY LOCATION FOR MEDIATION] before pursuing litigation. The costs of mediation shall be shared equally by both parties. If mediation is unsuccessful, either party may pursue any remedies available at law or in equity in the courts specified in Section 14 (Jurisdiction).
This Agreement, including Exhibit A, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remainder of this Agreement shall remain in full force and effect.
All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery; (b) upon the third business day following deposit with the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested; or (c) upon confirmed transmission by email to the primary contact email addresses specified in Section 10 (Communication). Notices shall be sent to the addresses listed in the preamble or such other address as either party may designate in writing from time to time.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement without the other party's consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
[CLIENT NAME]
By: _____________________________
Title: _____________________________
[DEVELOPER NAME]
By: _____________________________
Title: _____________________________
Exhibit A: Detailed Specifications for Each Milestone (to be attached)
Drafted by 8contract.com
This Technical Development Agreement ("Agreement") is entered into effective as of [DATE] (“Effective Date”), by and between [Client Name], located at [Client Address] (“Client”), and [Developer Name], located at [Developer Address] (“Developer”). Collectively, Client and Developer may be referred to as the "Parties," and individually as a "Party."
The Developer shall design, develop, and deliver a custom software platform (“Platform”) for the Client as detailed in Exhibit A—Specifications and Requirements, which is incorporated herein by reference. The Platform shall include at minimum: (i) user login functionality with account creation, login, and password recovery; (ii) payment integration with PayPal and credit card processing; and (iii) an administrative dashboard with reporting features and user management.
Detailed specifications for each milestone, including specific features, functionalities, and deliverables, are outlined in Exhibit A, which shall be reviewed and agreed upon by both parties prior to project commencement. Any ambiguity between this section and Exhibit A shall be resolved in favor of Exhibit A.
The Project will commence on [START DATE] and is estimated to complete by [END DATE]. Completion of each milestone shall trigger delivery of associated deliverables within the following timeframes:
Delays not caused by Developer shall not constitute a breach if promptly communicated in writing and substantiated. Any extensions to the timeline shall be agreed upon in writing by both Parties.
As full and final consideration for all work performed under this Agreement:
All payments are due within 15 days of acceptance of each milestone. Late payments are subject to a [X]% late fee per month.
Upon receipt by Developer of all amounts due, all right, title and interest in and to the Platform, including but not limited to all source and object code, documentation, user interface designs, architecture, databases, and deliverables, shall vest solely in Client, except:
The Developer shall, upon request, execute documents and perform acts reasonably necessary to enable Client to secure and perfect its rights.
Developer shall, during the Term and thereafter, hold all Client Confidential Information in strict confidence and not use or disclose it except as strictly necessary to perform its obligations under this Agreement. “Confidential Information” includes, without limitation: all Client data, credentials, user lists, financial information, marketing strategies, proprietary software specifications, code, business plans, and technical documentation.
Confidential Information does not include information that (a) becomes publicly available through no fault of Developer, (b) is rightfully obtained by Developer from a third party lawfully in possession thereof, or (c) is required to be disclosed by law or court order, in which case Developer shall give prompt notice to Client prior to such disclosure.
Upon completion of each milestone, Developer shall deliver all associated code, documentation, and related materials. Client shall have ten (10) business days to evaluate deliverables for that milestone (“Acceptance Period”). Acceptance shall occur if: (i) the deliverables perform in material conformance to the specifications in Exhibit A; (ii) user login functions without errors (Milestone 1), all payment processes execute without error and payments are properly recorded (Milestone 2), and the administrative dashboard generates accurate reports and enables correct user management (Milestone 3); and (iii) all identified critical bugs, performance issues, and security concerns (as specifically listed in Exhibit A) have been addressed.
If the deliverables do not meet the above criteria, Client shall provide written notice of deficiencies. Developer shall correct such deficiencies within ten (10) business days, after which the Acceptance Period shall restart.
For three (3) months after final acceptance by Client (“Warranty Period”), Developer shall promptly correct, at no additional charge to Client, any critical bugs, performance issues, or security vulnerabilities, meaning (i) errors causing system crash or loss of data, (ii) security holes exposing data to unauthorized access, or (iii) failure to meet documented functional performance standards.
Developer must respond to any warranty claim within 48 hours and use commercially reasonable efforts to remedy issues within five (5) business days, or such other timeframe as mutually agreed given issue severity.
Either Party may terminate this Agreement for material breach by the other Party, provided that the non-breaching Party gives ten (10) days’ written notice and the breach remains uncured at the end of such period. “Material breach” includes: (i) failure to meet project milestones or deadlines (other than delays excused under Section 2); (ii) breach of confidentiality; or (iii) failure to deliver quality as required in this Agreement.
Client may propose changes in scope via written change requests, describing the desired modifications in reasonable detail. Within five (5) business days, Developer will estimate the impact of each change on price and schedule, and provide a written Change Order for Client’s approval. No change shall be effective unless agreed in a mutually signed Change Order. All timelines and costs will be adjusted as per the approved Change Order.
All deliverables shall be tracked via Client’s project management system.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DEVELOPER BE LIABLE TO CLIENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF DEVELOPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY DAMAGES THAT CLIENT MIGHT INCUR, DEVELOPER'S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CLIENT TO DEVELOPER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose.
Developer shall perform all services as an independent contractor and nothing in this Agreement is intended, nor shall be construed, to create an employer-employee relationship, partnership, joint venture, or agency relationship between the Parties. Developer is solely responsible for payment of all taxes, withholdings, insurance, and other statutory obligations. Developer has no authority to bind Client or to enter into contracts on behalf of Client.
The Parties acknowledge that Platform payment functionality depends upon integration with third-party service providers (e.g., PayPal, credit card processors). Developer is not liable for delays, service outages, or malfunctions caused by the actions or inactions of third-party providers, provided Developer promptly notifies Client and makes good faith efforts to resolve such issues.
This Agreement shall be governed and interpreted in accordance with the laws of the [State/Commonwealth] of [State], United States, without regard to conflicts of law principles.
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall first be attempted to be settled by good faith negotiation between the Parties’ senior management. If unresolved within thirty (30) days, the dispute shall be finally resolved by binding arbitration before a single arbitrator under the rules of the American Arbitration Association in [City, State], with all proceedings and documents in English. The prevailing Party in arbitration shall be entitled to recover reasonable attorneys' fees and costs.
Data Security: Developer shall implement industry-accepted technical and organizational security measures to safeguard the confidentiality, availability, and integrity of all Client data processed under this Agreement. Developer shall promptly notify Client of any actual or suspected data breach affecting such data and cooperate in good faith to investigate and remedy the breach.
Non-Solicitation: During the term of this Agreement and for twelve (12) months after termination, neither Party shall directly or indirectly solicit for employment or engagement any employee, subcontractor, or independent contractor of the other Party who was involved in the performance of this Agreement, without the other Party's written consent.
Force Majeure: Neither Party shall be liable for any failure or delay in performing its obligations (except payment obligations) if such delay is due to causes beyond its reasonable control, such as acts of God, governmental restrictions, wars, insurrections, labor disputes, or power failures, provided that the affected Party promptly notifies the other and makes reasonable efforts to mitigate the impact.
Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given (i) when delivered by hand, (ii) three (3) days after mailing by registered or certified mail (postage prepaid, return receipt requested), or (iii) upon delivery by email with confirmation of receipt, addressed to the Parties at their respective addresses set forth above, or such other address as either Party may designate.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
[CLIENT NAME]
By: ___________________
Title: __________________
Date: __________________
[DEVELOPER NAME]
By: ___________________
Title: __________________
Date: __________________
Exhibit A: Specifications and Requirements (detailed to be attached)
Drafted by 8contract.com
This Technical Development Contract (the "Agreement") is made and entered into as of [DATE] by and between [Client Name], located at [Client Address] ("Client"), and [Developer Name], located at [Developer Address] ("Developer").
Developer agrees to design, develop, and implement a custom software platform (the "Platform") featuring user login capabilities, payment integration, and an admin dashboard. The project will be executed across three milestones with the following detailed deliverables:
The project will commence on [START DATE] and is estimated to be completed by [END DATE]. Each milestone must be completed according to the following schedule outlined in the Agreement.
Client agrees to pay Developer a total fee of [TOTAL AMOUNT] based on successful completion of the milestone deliverables as follows:
Payment will be made within [SPECIFY PAYMENT PERIOD, e.g., 15 days] following Client’s acceptance of each milestone.
Client shall own all rights, title, and interest in any software code, designs, and documentation created pursuant to this Agreement as of the date of final payment. Developer is permitted to reuse basic components (such as authentication mechanisms) in future projects, provided they ensure anonymity and do not use any elements related directly to the Client's Platform or in any competing products.
Developer agrees to take all necessary precautions to protect Client's confidential information. Confidential information includes, but is not limited to, Client's customer data, business strategies, proprietary software specifications, and any other data exchanged during the term of this Agreement. Developer may not disclose any confidential information to third parties without prior written consent from Client.
Client shall perform acceptance testing after each milestone completion. If deliverables fail to meet the specified acceptance criteria, Developer will have [SPECIFY TIME FRAME, e.g., 10 business days] to remedy the issues. Client can reject deliverables not complying with specifications, and no payment shall be made until acceptance.
Developer warrants that the Platform will be devoid of critical bugs, performance issues, and security vulnerabilities for a period of three (3) months after final acceptance. If issues arise during the warranty period, Developer will remedy defects or issues without charge to Client. Response to support requests must occur within 48 hours, and Developer shall maintain documentation of all issues and resolutions.
The Client may terminate this Agreement for a material breach by Developer that is not cured within ten (10) days after written notice. Grounds for termination include failure to meet established deadlines, continuous failure to perform, or violation of confidentiality obligations. The Developer may terminate if Client fails to make timely payments within [SPECIFY TIME FRAME, e.g., 30 days] after receiving a written warning.
Client may submit change requests at any time in writing. Developer shall provide a written estimate of the time and costs involved in implementing requested changes. Approval of changes shall require a signed change order, which will include the revised timeline and payment terms.
Developer shall provide bi-weekly reports on project status via email or through Client's designated project management software, detailing completed tasks, upcoming deadlines, and any issues encountered during development.
Developer's total liability for any claims arising from this Agreement shall not exceed the total amount paid by Client under this Agreement. In no case shall Developer be liable for any indirect, special, or consequential damages, including but not limited to loss of profits or business interruption.
The Developer is recognized as an independent contractor and not an employee of Client. The Developer shall be responsible for paying all applicable taxes and insurance related to the fees received under this Agreement.
Client acknowledges that integration with payment processing services is subject to risks including potential API changes and service downtimes. Developer shall assist in addressing any issues arising from third-party services, but shall not be held liable for failures caused by those services.
This Agreement shall be governed by and construed in accordance with the laws of the United States.
I recommend including an indemnification clause where Developer agrees to indemnify and hold harmless Client from any damages, losses, or liabilities that arise from Developer's negligence, willful misconduct, or breach of this Agreement. This clause should detail the circumstances under which indemnification applies and the process for handling claims.
I recommend a force majeure clause that relieves both parties from liability or obligation when an event beyond their reasonable control prevents one or both of them from performing. Such events should include natural disasters, war, strikes, and government regulations. The affected party should promptly notify the other of the event and its expected duration.
I recommend including a non-solicitation clause, where Developer agrees not to solicit or hire any employees or contractors of Client for a period of [SPECIFY TIME FRAME, e.g., one year] after completion of the services.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[CLIENT NAME]
By: ____________________________
Title: __________________________
[DEVELOPER NAME]
By: ____________________________
Title: ___________________________
Drafted by 8contract.com.
This optimized contract addresses the gaps identified in the original contract (Contract A) by adding recommended clauses and providing detailed descriptions for improved clarity and protection for both parties.