Development Services Agreement A Development Services Agreement governs the provision of development services, specifying project scope, milestones, fees, deliverables, and timelines for development projects.
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."
2.1. 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.
3.1. 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.
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.
5.1. 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.
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.
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.
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.
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.
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.
11.1. 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.
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.
Login to Create your Development Services Agreement now
In this Development Services Agreement, you will see the following sections:
Create your Development Services Agreement now