Freelance Development Contract
("Client" or "You"),
with a principal place of business at
, asked me,
("Developer" or "I"), with a principal place of business at
to create custom software for you. This is our Agreement for this project.
What I agree to do
2. Project milestones
We have agreed that I will work on this project in phases. Below is the lists the milestones that we've agreed.
The milestones will apply to each phase of my work for you. If the scope of work changes after we sign this
Agreement, you and I agree to negotiate and sign an amended contract.
3. Final deliverables
I will deliver to you, via a method that we commonly decided, within 7 days after you approve the final
deliverable(s), the digital files containing my work for you under this Agreement. Specifically, I will provide
you with the following:
4. Original Work / Conflicts / Confidentiality
I promise that, except for anything that you give me to incorporate into the software I will create for you:
(a) my work will be original and will not be copied in whole or in part from any other work;
(b) I am the sole and exclusive owner of all intellectual property rights, including patent, copyright, trade
secret and other proprietary rights in and to the software I create for you, or I have secured such rights to
any third-party content incorporated into my final code;
(c) my work does not violate the patent, copyright, trade secret or other property right of any person, firm
or entity. I promise that this Agreement does not conflict with any other contract, agreement or understanding
to which I am a party. Finally, I promise that I'll hold and maintain in strict confidence any confidential
information that you provide me (such as proprietary technical or business information), and I will not
disclose such information to any third party except as may be required by a court or governmental authority.
What you promise me
7. Feedback and acceptance
You agree that I cannot complete my work for you or meet the milestones to which we've agreed unless you give me
timely feedback. You agree to provide timely feedback so that I can understand your concerns, objections or
corrections, and you promise not to unreasonably withhold acceptance of the deliverables I'll provide you at
each milestone. We've agreed to the following acceptance process: I will test the software that I create for you
to make sure that it's working properly. In turn, you promise that you will evaluate the deliverables I provided
to you at each milestone listed in Paragraph 2 of this Agreement and let me know in writing, within ten (10)
calendar days after you receive each deliverable, whether you accept or reject it. If you reject a deliverable,
I will correct any errors and again ask you to accept or reject the corrected deliverable – which you promise to
do within ten (10) calendar days after you receive the corrected deliverable. This process shall continue until
you accept the deliverable or 10 calendar days have passed and you have not accepted or rejected a deliverable
(at which point it will be deemed accepted). Once you've accepted a deliverable, I'll proceed to do work on the
next milestone. When I deliver the final files to you and complete my work for you under this Agreement,
you agree that you'll test the software in its entirety to determine if I completed the work I promised you.
You promise to let me know in writing within fifteen (15) calendar days after I deliver the final files whether
you accept or reject the final files. If you reject the final files, I will correct any errors and again ask you
to accept or reject the corrected deliverable – which you promise to do within fifteen (15) calendar days after
you receive the corrected deliverable. This process shall continue until you accept the deliverable or 15 calendar
days have passed and you have not accepted or rejected a deliverable (at which point it will be deemed accepted).
Finally, you agree that my work on this project will be complete and the Agreement will end after you've approved
the final files.
8. You have rights to the Client Content
You promise that:
(a) You own the rights to use anything you give me ("Client Content");
(b) using such Client Content does not violate the patent, copyright, trade secret or other property right of
any person, firm or entity. You grant me a nonexclusive, nontransferable license to use, reproduce, modify,
display and publish the Client Content solely in connection with my work for you under this Agreement and
my limited promotional uses as allowed by this Agreement. You also affirm and represent that this Agreement
does not conflict with any other contract, agreement or understanding to which you are a party.
What rights each of us will have
9. Rights before you pay me in full
You understand and agree that until you pay me in full, I own full rights to everything I create for you under
this Agreement. If you don't pay me in full, you agree that I can complete, exhibit, use and sell the software
at my sole and absolute discretion (except that I will not be able to use Client Content in such work).
10. Rights after you pay me in full
After you pay me in full, I assign to you my right, title and interest in the copyrights for the final software
that I create for you under this Agreement – contained in the final files that I'll send to your for approval.
You agree that I will retain and you will not receive any right, title or interest to the preliminary work or
preliminary designs that are included with the work I create for you. If you'll need some additional
documentation, I'll sign any further documents reasonably necessary to make sure that the rights I'm giving you
under this Agreement are properly assigned to you. You agree that I may use your name/company name and trademarks
as a reference in my promotional materials. You also agree that I may include, when referencing my work for you,
a general description of the work under this Agreement. I will retain all copyright, patent, trade secret and
other intellectual property rights in the work that I create for you. You also promise that you will not remove,
alter, or cover any copyright notice, trademark or other proprietary rights notice that I include with the
11. Right to make changes
I agree that after you pay me in full, you may make any changes or additions to the software I create for you
under this Agreement, which you in your discretion may consider necessary, and you may engage others to make
any such changes or additions, without further payments to me. You agree that if you ask me to make changes
or additions to the software after you approve the final files, you and I will negotiate a separate additional
payment for my time to make such changes.
12. Rights to Know-How
I may incorporate into the software I create for you various preexisting development tools, routines,
subroutines, programs, data or materials (Know-How). You agree that I retain all rights, title and interest,
including all copyright, patent, and trade secret rights to that Know-How. I agree that after you pay me in
full, you'll receive a nonexclusive, perpetual, worldwide license to use the Know-How in the software that
I created for you under this Agreement. However, you shall not resell or make use of that Know-How in any
other manner other than in connection with the software you receive under this Agreement.
I promise you that software I create for you shall perform substantially in accordance with the specifications
listed in the Paragraph 1 and that it will not contain material defects. In the event the software does not perform
in accordance with the Paragraph 1, I will, within thirty (30) days from when you give me written notice, correct
the software so that it performs substantially in accordance with the Paragraph 1. I also promise you that to the
best of my knowledge, the software will not contain any virus, worm, trap door, backdoor, Trojan Horse, timer or
clock that would erase data or programming or otherwise cause the software to become inoperable or incapable of
being used. I do not promise that the functions contained in the software will meet your specific requirements
(unless I've agreed to this on the Paragraph 1 of this Agreement) or that the operation of the software will
be uninterrupted or error free. (!) Except as specifically set forth in this agreement, the software I create for
you is provided without additional warranty of any kind, either expressed or implied, including but not limited
to the implied warranties of merchantability and fitness for a particular purpose and any oral or written
representations, proposals or statement made prior to this agreement. I hereby expressly disclaim any representation
or warranty of any kind with respect to the software, including without limitation, the implied warranties of
merchantability and fitness for a particular purpose. The entire risk as to the quality and performance of the
software is with you. The remedies provided in this agreement are your sole and exclusive remedies.
14. Limitations of remedies
I shall not, under any circumstances, be liable to you for consequential, indirect, incidental, special,
punitive, or exemplary damages or losses arising out of or related to this agreement, even if I am advised of
the likelihood of such damages occurring. My cumulative liability for any damages arising out of or in any
manner related to this agreement (including, but not limited to, claims for breach of contract, breach of
warranty, negligence, strict liability, or tort) shall be limited to the amount of the fee paid by you to me
under this agreement.
15. Entire Agreement
This Agreement constitutes the complete and exclusive agreement between you and I concerning the work on this
project, and it supersedes all other prior agreements, proposals, and representations, whether stated orally or
in writing. We can modify this agreement in writing, if both you and I sign that modification.
16. I Am An Independent Contractor
You agree that I am an independent contractor and not your employee. Although you will provide general direction
to me, I will determine, in my sole discretion, the manner and ways in which I will create the software for you.
The work that I create for you under this Agreement will not be deemed a "work-for-hire", as that term is defined
under U.S. Copyright Law. Whatever rights I grant you are contained in this Agreement. By signing, you and
(a) to all of the terms and conditions of this Agreement
(b) that we have the full authority to enter into this Agreement. The Agreement is immediately effective upon