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What is Development Services Agreement?
Development Services Agreement A Development Services Agreement governs the provision of development services, specifying project scope, milestones, fees, deliverables, and timelines for development projects.
Sample template:
Development Services Agreement
1. Parties
This Development Services Agreement ("Agreement") is entered into as of [Effective Date], by and between NexGen Software LLC, a [State] limited liability company ("Developer"), and [Client's Name], a [State] [entity type] ("Client"), collectively referred to as the "Parties."
2. Services
2.1. Scope of Work
Developer agrees to perform certain development services for the Client's e-commerce website (the "Website") as specified in Exhibit A (the "Services"), which is attached hereto and incorporated herein by reference. Exhibit A shall include a description of the Services, deliverables, and project milestones, along with the commencement date and the estimated completion date of the project.
2.2. Change Orders
Any changes to the scope of work must be mutually agreed upon in writing by both Parties through a change order form ("Change Order"). Each Change Order shall specify the applicable fees, if any, and any adjustments to the project timelines. Developer reserves the right to adjust fees or extend timelines based on the Client's requested changes.
3. Project Management
3.1. Project Manager
Developer and Client shall each designate a project manager ("Project Manager") to facilitate communication and coordination between the Parties concerning the Services. The Project Managers shall have the authority to bind their respective Parties regarding all matters related to the Services.
3.2. Communication and Approval
Upon completion of each project milestone, Developer shall provide the Client with a report detailing the progress of the Services, including any completed deliverables. Client must review and approve each milestone in writing. Failure to provide written approval within five (5) business days after receipt of Developer's report shall be deemed acceptance of the milestone.
4. Fees and Payment
4.1. Fees
Client shall pay Developer the fees as set forth in Exhibit A. Any fees for additional services resulting from a Change Order shall be specified in the Change Order and are payable in accordance with this Section 4.
4.2. Invoicing and Payment
Developer shall invoice Client for all fees, expenses, and taxes, if applicable, at the completion of each project milestone. Client shall pay all undisputed amounts within thirty (30) days of receipt of an invoice. Late payments may be subject to a late fee of 1.5% per month, or the highest rate permitted by applicable law, whichever is less.
5. Intellectual Property
5.1. Pre-Existing Intellectual Property
All intellectual property rights in any materials or software provided or made available by Developer or Client, which were in existence prior to the Effective Date, shall remain the sole and exclusive property of the providing Party ("Pre-Existing IP").
5.2. Developed Intellectual Property
All right, title, and interest in and to the copyrights, trademarks, trade secrets, patents, and all other intellectual property rights in the works created or developed by Developer in connection with the performance of the Services, including all source code, object code, documentation, diagrams, and graphics (collectively, the "Developed IP"), shall be the sole and exclusive property of Client. Developer agrees to reasonably assist Client in obtaining and maintaining any registrations or other protections available for such Developed IP.
6. Warranty and Liability
6.1. Warranty
Developer warrants that the Services will be provided in a professional and workmanlike manner, conforming to generally accepted industry standards. Developer further warrants that the Website shall function properly and be free from defects in design, workmanship, or materials under normal use for a period of ninety (90) days from the project completion date ("Warranty Period"). If any defects or nonconformities with the Services are discovered during the Warranty Period, Developer shall, at its sole cost and expense, correct any such issues within a reasonable time after receipt of written notice from Client.
6.2. Limitation of Liability
Except for Developer's indemnification obligations under Section 7, in no event shall either Party be liable for any indirect, incidental, consequential, punitive, or special damages, even if advised of the possibility of such damages. The cumulative liability of Developer under this Agreement shall not exceed the total fees paid, or payable, by Client to Developer under this Agreement during the twelve (12) month period preceding any claim.
7. Indemnification
Developer agrees to indemnify, defend, and hold Client harmless from any losses, damages, liabilities, judgments, awards, costs, and reasonable attorneys' fees arising from any claim that the Developed IP infringes the intellectual property rights of any third party.
8. Term and Termination
8.1. Term
This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with this Section 8, continue in effect until the completion of the Services.
8.2. Termination for Convenience
Either Party may terminate this Agreement for any reason by providing thirty (30) days written notice to the other Party. In the event of termination, Client shall pay Developer all fees earned up to the date of termination, including any fees for Services completed but not yet invoiced.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [State], without regard to its conflicts of laws principles.
10. Entire Agreement
This Agreement, including Exhibit A attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, whether oral or written, between the Parties. This Agreement may only be amended in writing and signed by both Parties.
11. Miscellaneous
11.1. Relationship of the Parties
Both Parties are independent contractors under this Agreement and nothing herein shall be construed as creating a partnership, joint venture, or agency relationship between the Parties. Neither Party shall have any ability to bind the other to any contract or obligation.
12. Counterparts
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.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
DEVELOPER CLIENT
By: _________________________ By: __________________________
Name: _______________________ Name: ________________________
Title: _______________________ Title: _______________________
Date: ______________________ Date: ________________________
Exhibit A
[Insert detailed description of the scope of work, project milestones, fees, deliverables, and timelines.]
Sections of a Development Services Agreement
In this Development Services Agreement, you will see the following sections:
- Parties
- Services
- Project Management
- Fees and Payment
- Intellectual Property
- Warranty and Liability
- Indemnification
- Term and Termination
- Governing Law
- Entire Agreement
- Miscellaneous
- Counterparts
Summary of the sections:
- Parties : This section introduces the two parties involved in the agreement, the Developer and the Client, and states that they are entering into this agreement.
- Services : This section outlines the scope of work, project milestones, and deliverables that the Developer will provide for the Client's e-commerce website. It also explains how changes to the scope of work can be made through Change Orders.
- Project Management : This section explains the roles of the Project Managers from both parties and how they will communicate and coordinate with each other. It also describes the process for reviewing and approving project milestones.
- Fees and Payment : This section details the fees that the Client will pay the Developer for their services, as well as the invoicing and payment process. It also mentions late payment fees.
- Intellectual Property : This section clarifies the ownership of pre-existing intellectual property and the intellectual property developed during the project. It also states that the Developer will assist the Client in obtaining and maintaining any protections for the developed intellectual property.
- Warranty and Liability : This section provides a warranty for the Developer's services and the Website, as well as a limitation of liability for both parties.
- Indemnification : This section states that the Developer will indemnify, defend, and hold the Client harmless from any losses or damages arising from claims that the Developed IP infringes on the intellectual property rights of a third party.
- Term and Termination : This section outlines the duration of the agreement and the conditions under which either party can terminate the agreement. It also explains the payment process in case of termination.
- Governing Law : This section states that the agreement will be governed by the laws of the United States and the specific state mentioned.
- Entire Agreement : This section clarifies that this agreement, including Exhibit A, is the entire agreement between the parties and supersedes any prior agreements. It also states that any amendments must be in writing and signed by both parties.
- Miscellaneous : This section explains the relationship between the parties as independent contractors and that neither party can bind the other to any contract or obligation.
- Counterparts : This section states that the agreement can be executed in multiple counterparts, each considered an original, but together forming one agreement.
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