Custom Software Development Agreement

This Custom Software Development Agreement is made by and between [INSERT

NAME OF ORGANIZATION/COMPANY], a corporation with a principal place of
business located at [SPECIFY THE ADDRESS OF THE COMPANY] and is referred to
as the “Customer.”

and

[INSERT NAME OF COMPANY/ORGANIZATION], a corporation, with its main

headquarters located at [INSERT COMPLETE LOCATION ADDRESS], and is referred
to as the “Developer.”

WHEREAS, the Customer has formed a concept regarding the Computer Software,
referred to as the “Software”, which is fully stated under this Custom Software
Development Agreement. The Developer is a contractor in which the Customer has
come into a mutual covenant to develop the aforementioned Computer Software.

THEREFORE, the Customer wishes to maintain the Developer as an independent

contractor. The Customer wants the Developer to develop Computer Software which is
hereby stated under this Agreement. The Developer hereby agrees and is willing to
engage the development of Computer Software and acknowledges to do so in
connection to the terms and conditions stated under this Custom Software
Development Agreement. Furthermore, the Developer and the Customer hereby agree
to the following:

RECITALS

1. Development Plan. It shall be the duty of the of the Developer to establish a

Development Plan for the Computer Software. The development of the Computer
Software should be in consonance with the software specifications set forth in this
Agreement. The Development Plan shall contain the following information:
 1. Introduction
1. The Scope and the Purpose of the Development Plan
2. Project Overview
1. Purpose of the Project
2. Scope of the Project
3. Objectives of the Project
4. Assumptions and Constraints on the Project
5. Growth of the Software Development Plan
3. Process on the Management
1. Project Planning
2. Project Timeline
4. Technical Aspect of the Process
1. Tools used for the Project
2. Technical Methods for the Project
3. Documentation on the Software Developing

The Developer shall submit the Development Plan to the Customer by [INSERT COMPLETE
DATE]. the Customer will have [SPECIFY NUMBER OF DAYS] days to examine every detail
of the Development Plan and if there is a need for further revision. The Development Plan
shall be deemed part of this Custom Software Development Agreement by both the Customer
and the Developer upon approval of such Plan. the Developer shall start the development
process of Computer Software. This will then comply with the specifications set forth under
the Development Plan.

2. Duties of the Developer. As the Developer, it entails a number of duties, which shall
include:
1. The Software Developer shall review the current computer software of the Customer, if
there are any;
2. The Software Developer shall provide suggestions on the current computer software,
including the proposal on costs;
3. The Software Developer shall produce detailed specifications on the computer
software;
4. The Software Developer shall personally write the program codes;
5. The Software Developer shall test the Computer Software in real situations before
giving the latter to the Customer;
 6. The Software Developer shall prepare for a training manual for the end-user of the said
Computer Software;
7. The Software Developer shall give demonstrations as to the use and functions of the
Computer Software to the Customer;
8. The Software Developer shall be obliged in the maintenance of the Computer Software.

3. Overall Payment. In terms of payment and other charges which are stated under this
Custom Software Development Agreement, the Customer agrees to pay [DEVELOPER] a fee
of [SPECIFY AMOUNT VALUE]. This is payable in [SPECIFY NUMBER OF TIMES FOR
INSTALLMENT] in conformity to the payment schedule that is stated under this Custom
Software Development Agreement. the Customer shall provide a refund to the Developer for
all the expenses that include:
1. Pure Software Development Costs- this includes the salaried expense of all the
technical staff employed by the Software Developer in the development of the
Computer Software; it also includes the software package that is needed to make the
software work;
2. Additional Human Costs- this includes the salaried expense on the employees
employed for the software development but is not included in the technical staff;
3. Ongoing Costs- this includes the the actual costs of the machine in the running of the
software on actual servers; these expenses are commonly known as infrastructure
costs;
4. (If applicable) Switching Costs- this includes the expenses on training, demonstrations
and assistance on the employees who shall use the new software, in the event that the
new software replaces an old software used by the Customer.

4. Project Outlook. Once the Customer accepted the Development Plan, the Customer shall
assume modification for the Developer’s performance which is stated under this Custom
Software Development Agreement. This will change the specifications of the Development
Plan. the Customer will pass to the Developer a written proposal which contains specifications
regarding appropriate changes. the Developer shall assess and submit to the Customer a
written note in response to the proposal. Such proposal shall be submitted within [SPECIFY
NUMBER OF DAYS] days following an invoice. The written response of the Developer must
contain [SPECIFY STATEMENT DETAIL] as well as other relevant statement therein.
 As for the software testing, the Customer shall have [SPECIFY NUMBER OF DAYS]
from the date of Computer Software delivery. Take note, Computer Software must be in its
final form in order to evaluate if it gratifies the criteria for functional specifications set forth
under this Custom Software Development Agreement. In the event Computer Software does
not satisfy the criteria for approval, the Customer shall provide the Developer written notice.
Such written notice should explain why Computer Software is unapproved. the Developer
shall have [SPECIFY NUMBER OF DAYS] to correct such flaws. On the other hand, the
Customer will also have [SPECIFY NUMBER OF DAYS] to re-evaluate the Computer
Software. If again it will fail on the second evaluation, the Customer shall have the option to
either:

 Repeat the same procedure in a more meticulous manner.

 Cease this Custom Software Development Agreement in accordance with the terms set
forth under this Agreement.

5. Software Ownership. The Developer assumes that the Customer execute its right in
anything developed by the Developer for the Customer as stated in the terms hereto. the
Developer shall perform the preparation for important documents that are required during the
trademark-secure process. Nonetheless, the Customer shall provide reimbursement to the
Developer for all reasonable expenditures.

6. Warranties and Confidentiality. All warranties stated under this Custom Software
Development Agreement are the only warranties allowed by the Developer. During and
throughout the course of this Custom Software Development Agreement, the Developer shall
make use of reasonable assistance in order to prevent any damages, liabilities, fortuitous
events from occurring such as the attachment of any virus on the Software, the unavailability
of infrastructures or machines for the actual usage of the Software and the like.

As such, the information that shall be considered confidential are those that are in the
technical, marketing and financial aspect of the Software Development. The tools, techniques,
methods, and program codes used shall also be deemed confidential information. Third party
sources as regards these information shall also be deemed confidential, to prevent the
Customer’s competitors from acquiring knowledge with respect to these information.
However, the following information shall not be considered confidential in nature:
1. Software used by the Customer and the Developer that are already known to the public;
2. Information on the Development of the Software that are disclosed by the Customer to
the public;
3. Any other information, methods, tools, or techniques that are made readily available by
the Customer to the end-users;
4. Any other information that are deemed non-confidential in nature.

7. Term of Agreement. This Custom Software Development Agreement shall commence on

[INSERT COMPLETE DATE]. This Agreement shall continue until full execution of both the
Customer and the Developer or until one party will terminate the terms of this Agreement.
Both the Customer and the Developer reserve the full right to cease this Custom Software
Development Agreement through written notice. This will be executed if the other party has
violated any obligation stated under this Agreement. This will remain uncured for a period of
[SPECIFY NUMBER OF DAYS] days after the written notice has been delivered to the other
party.

In the event that this Agreement is terminated, it is the responsibility of the Developer to
account for all the expenses incurred in the development of the Software and such report
shall be sent to the Customer. The Customer, upon receipt of the report, shall validate it and
give just compensation to the Developer with respect to the said report.

8.. Independent Contractor. The Developer is an independent contractor. Neither the

Developer’s representatives or management will be considered the Customer’s employees.

9. Assignment of the Agreement. The obligations, rights and interests obtained in this
Agreement shall, as a general rule, not be assigned to any third party. However, the
Developer may assign such obligations, rights and interests obtained in this Agreement,
provided that the Developer shall ask for the consent of the Customer through a written notice,
and the Customer shall expressly grant such assignment.

10. Separability Clause. In the event that any obligation, right or interest obtained in this
Agreement shall be deemed void, invalid, or unenforceable, such invalidity or unenforceability
shall not affect the other stipulation or the whole document. The remaining provisions, as well
as the whole Agreement, shall remain in effect, valid and enforceable.

11. Entirety of the Agreement. This Agreement shall be the only agreement entered into
between the Customer and the Developer. Any agreement entered into between the parties
prior to this Agreement shall no longer be in effect. As such, the obligations, rights and
interests obtained by the former agreements shall no longer be valid or in effect.

12. Governing Laws. This Custom Software Development Agreement shall be governed by
the laws on [SPECIFY THE PROVISION OF LAW] of the state of [SPECIFY THE STATE].
Any dispute arising from this Agreement shall be heard and tried by the competent jurisdiction
of the county of [SPECIFY WHICH COURT OF JURISDICTION].

IN WITNESS WHEREOF, both the Developer and the Customer have performed this Custom
Software Development Agreement on [INSERT COMPLETE DATE]. Such date is set forth
below.

The Customer and the Developer warrant that on [INSERT COMPLETE DATE], both parties
are duly granted in binding each of their paramount by their respective signatures. Each party
may sign the information below:

the Customer:

Signature: ________________________________________________

Complete Name: ___________________________________________

Job Title: _________________________________________________

Date: _________________________________

the Developer:
Signature: _____________________________________________

Complete Name: ___________________________________________

Job Title: _________________________________________________

Date: _________________________________