Software and data
Software development agreement template
Software development agreement: A software development agreement engages a developer to build custom software, setting out specifications, milestones, testing, IP ownership and support.
Upload yours for a review and e-signature, or save it as a team template.
Start freeWhen to use a software development agreement
- Building an app or platform with an agency
- Outsourced development teams
- MVPs for startups
Software development agreement template: clause-by-clause outline
Sample starting wording for each clause. Replace the text in [brackets] with your details.
Specification
The Developer will build the Software described in the Specification (Schedule 1).
Method
Work is delivered in [2]-week sprints with a demo at the end of each sprint.
Acceptance testing
The Client will test each release against the acceptance criteria within [10] working days.
IP ownership
On payment, all IP in custom code belongs to the Client. The Developer keeps its pre-existing libraries and grants a perpetual licence to use them.
Open source
The Developer will not include open-source code under licences that would require the Client to publish its source code without approval.
Source code and handover
The Developer will keep the code in a repository owned by the Client and hand over all credentials.
Warranty
The Developer will fix defects reported within [90] days of acceptance at no charge.
What to check before you sign
- Is the code held in your repository from day one?
- Are copyleft open-source licences controlled?
- Is there a warranty period for bugs?
How to send a software development agreement for e-signature
- Draft or upload it. Use the outline above with your own wording, upload an existing document, or save it as your organisation’s template.
- Check it against your playbook. Points outside your positions are flagged, and approval rules route it to Legal when needed.
- Send it by email. Signers get a plain-language review and a secure link, sign on any device in the order you set, and can suggest changes as tracked changes.
- Keep the signed PDF. Everyone receives it with a certificate of completion, and key dates go to Upcoming with reminders.
Software development agreement template: frequently asked questions
Who owns custom software built by an agency?
Only who the contract says. Make IP transfer on payment explicit and keep the code in your own repository.
Fixed price or time and materials?
Fixed price suits a clear specification; time and materials suits evolving products. Caps help control T&M costs.
Is an electronically signed software development agreement legally binding?
In most countries, yes. E-signatures are recognised for commercial contracts under laws such as the ESIGN Act (US), eIDAS (EU), the Electronic Communications Act (UK) and the Information Technology Act (India). econtracts.ai adds a certificate of completion with each signer’s identity check and a fingerprint of the signed content.
Can I get a software development agreement I received reviewed?
Yes. Upload it to econtracts.ai and you get a plain-language review: key dates, money and points to check, each quoting the clause it comes from.
Related contract templates
This outline is a starting point for discussion, not legal advice, and it is not a complete contract. Laws differ by country and sector; have a qualified lawyer review contracts that matter.