Software Development Agreement template

About this document

What it’s for

A contract between a software developer and a client for building bespoke software – a web application, mobile app, integration or internal system. It sets out what will be built, when, how it will be tested and accepted, who owns the code and what happens if things go wrong.

When to use it

For a defined project with a specification and milestones (fixed price or time-and-materials)
Where the client needs to own the code, or the developer licenses it
Alongside the Statement of Work and Change Request Form in this pack for larger or phased projects

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

Definitions and interpretation
Commencement and duration
The project and the Specification
Project management
Client obligations and dependencies
Milestones, delivery and delay
Acceptance testing
Change control
Charges and payment
Intellectual property
Third-party software, open source and AI tools
Source code delivery and escrow
Warranties
Ongoing support and maintenance
Confidentiality
Data protection and security
Indemnities
Limitation of liability
Termination
Non-solicitation
Force majeure
General
Disputes, governing law and jurisdiction
Definitions and interpretation
Commencement and duration
The project and the Specification
Project management
Client obligations and dependencies
Milestones, delivery and delay
Acceptance testing
Change control
Charges and payment
Intellectual property
Third-party software, open source and AI tools
Source code delivery and escrow
Warranties
Ongoing support and maintenance
Confidentiality
Data protection and security
Indemnities
Limitation of liability
Termination
Non-solicitation
Force majeure
General
Disputes, governing law and jurisdiction

Also included

Part A – Project overview
Part B – Functional and technical specification
Part C – Deliverables
Part D – Client dependencies
Part E – Approved third-party software, open source and AI tools
Part F – Personal data processed
Defect severity levels and correction targets
Acceptance Criteria
Optional support and maintenance after the Warranty Period

How to complete it

Complete Schedule 1 (Specification) and Schedule 2 (Milestones and payments) in detail – most disputes start with a vague specification
Choose Option A (client owns) or Option B (developer owns and licenses) in clause 10
Decide whether escrow is needed (clause 12 and Schedule 5)
Set the warranty period and liability cap

Key points to check

Developers increasingly use AI coding assistants – clause 11 deals with disclosure and IP risk
Open source licences can affect what the client can do with the code – require a list

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

Tech & SaaS

£20

for every document in this category

Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

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Software Development Agreement

What it’s for

When to use it

What’s inside

Also included

How to complete it

Key points to check

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