**SOFTWARE DEVELOPMENT AGREEMENT**
THIS AGREEMENT is made on this ____ day of ____, 20____ (the “Effective Date”) between _________ of _________________________(hereinafter referred to as the “Developer”) and _________ of _________________________(hereinafter referred to as the “Client”).
WHEREAS, Developer is a professional software developer engaged in the business of designing, developing and maintaining software;
AND WHEREAS, Client wishes to engage Developer to provide software development services for the Client on the terms and conditions set out in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
**1. DEFINITIONS**
1.1 “Software” means the software product to be developed by Developer as described in Exhibit A attached hereto.
1.2 “Source Code” means the source code of the Software, including all modules and components thereof.
1.3 “Deliverables” means the Software and all other results of the Services to be provided by Developer under this Agreement.
**2. TERM AND TERMINATION**
2.1 This Agreement shall commence on the Effective Date and shall continue until the completion of the Services unless terminated earlier as provided herein.
2.2 Either party may terminate this Agreement upon written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within 30 days after receipt of written notice of the same.
**3. SERVICES AND DELIVERABLES**
3.1 Developer agrees to provide Client with the Services as described in Exhibit A.
**4. COMPENSATION**
4.1 The Client shall pay Developer for the Services as set forth in Exhibit B.
**5. INTELLECTUAL PROPERTY RIGHTS**
5.1 The Intellectual Property Rights in the Deliverables, excluding any materials provided by the Client, shall vest in the Developer until payment has been made in full, at which point they shall transfer to the Client.
**6. CONFIDENTIALITY**
6.1 Each party agrees to keep confidential all Confidential Information received from the other party and to use it strictly for the purposes of this Agreement.
**7. WARRANTY**
7.1 Developer warrants that the Software will perform in all material respects in accordance with the specifications for a period of 90 days from delivery.
**8. INDEMNITY**
8.1 Developer will indemnify Client against any claims that the Software infringes upon any Indian patent, copyright, trade secret, or other proprietary right.
**9. LIMITATION OF LIABILITY**
9.1 Neither party shall be liable for any indirect, special, consequential, or incidental damages, whether based on breach of contract, tort (including negligence), or any other legal theory.
**10. GOVERNING LAW AND JURISDICTION**
10.1 This Agreement shall be governed by and construed in accordance with the laws of India and the parties submit to the exclusive jurisdiction of the courts of India.
**11. FORCE MAJEURE**
11.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control.
**12. ENTIRE AGREEMENT**
12.1 This Agreement, including any exhibits attached hereto, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications.
**13. AMENDMENT**
13.1 This Agreement may only be amended in writing signed by both parties.
**14. WAIVER**
14.1 No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof.
**15. INDEPENDENT CONTRACTOR**
15.1 Developer is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, or joint venture between the parties.
**16. NOTICES**
16.1 All notices under this Agreement shall be in writing and shall be sent by registered mail, email, or delivered by hand to the address of the party set forth in this Agreement.
**17. ASSIGNMENT**
17.1 Neither party may assign this Agreement without the prior written consent of the other party.
**18. SEVERABILITY**
18.1 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.
**19. DISPUTE RESOLUTION**
19.1 Any disputes arising out of this Agreement shall be resolved through arbitration under the Arbitration and Conciliation Act, 1996.
**20. NON-SOLICITATION**
20.1 During the term of this Agreement and for a period of one year thereafter, neither party shall directly or indirectly solicit or offer employment to any employee, consultant, or contractor of the other party without the prior written consent of the other party.
IN WITNESS WHEREOF, the parties have executed this Software Development Agreement as of the Effective Date.
___________________________ ___________________________
(Client’s Name & Signature) (Developer’s Name & Signature)
Date: ________________ Date: ________________
I hope this template will be helpful for you. Please review it carefully and make any necessary modifications to ensure it meets your needs. You should also consult with a local attorney to ensure compliance with all applicable laws.