Can this contract be signed electronically?

Yes. Electronic signatures executed with intent and attribution are enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states; ensure consumer disclosures where required and preserve a retrievable record.

When is notarization required?

Notarization is rarely required for commercial development contracts, but certain state filings or signature acknowledgements may require a notary. Use Remote Online Notarization where permitted and follow state notary rules for identity proofing and retention.

What makes the agreement enforceable?

Clear mutual assent, definite terms (scope, price, schedule), and demonstrable signature/intent establish enforceability. For interstate electronic signatures, ESIGN (15 U.S.C. §7001) provides parity with handwritten signatures.

How should IP be handled?

Include explicit assignment or license clauses describing what is transferred, any exceptions, third-party components, and deliverable ownership to avoid later disputes over source code or designs.

How do I amend the contract?

Amendments should be written, identify the changed sections, and be signed by authorized representatives; state whether electronic signatures are acceptable under the original agreement.

How long must I keep the signed contract?

Retain commercially for 3–7 years depending on tax and regulatory needs; follow IRS rules (IRC §6501(a)) and industry-specific mandates such as HIPAA (45 CFR §164.530(j)) where applicable.

Electronic Signature
Templates
Legal
Development Services Contract

Development Services Contract

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

DEVELOPMENT SERVICES CONTRACT

This Development Services Contract (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address at Client Address: , and Developer Name: with principal address at Developer Address: .

RECITALS

WHEREAS, Client requires the design, development, testing and deployment of certain software, applications, websites, or related deliverables (the "Project") identified as Project Name: ; and

WHEREAS, Developer possesses the technical expertise and resources to provide development services and agrees to perform such services subject to the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms under which Developer will perform development services and deliverables for Client.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SERVICES

Developer shall provide software development and related services (the "Services") described in the Scope of Services. Developer shall perform the Services in a professional and workmanlike manner in accordance with industry standards and the schedules agreed in writing by the parties.

Scope of Services

2. DELIVERABLES; ACCEPTANCE

Developer will deliver the deliverables described below (the "Deliverables") in accordance with the milestones and acceptance criteria set forth. Client shall review each Deliverable within Acceptance Period: and either accept the Deliverable in writing or provide a written description of nonconformities. If Client notifies Developer of nonconformities, Developer shall use commercially reasonable efforts to correct them within a reasonable period.

Description of Deliverables

3. TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and continue until Project Completion Date: , unless earlier terminated as provided herein. Either party may terminate for convenience upon Termination Notice: written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within Cure Period: following written notice of such breach.

4. FEES, EXPENSES AND PAYMENT

Client shall pay Developer the fees and expenses set forth in this section. Unless otherwise agreed, Developer shall invoice Client in accordance with the Payment Schedule. All amounts are stated in Dollars.

Total Fee Payment Terms and Schedule

Payments shall be due Net Days: from invoice date. Late payments shall accrue interest at Late Interest Rate: or the maximum permitted by law, whichever is less.

5. CHANGE ORDERS

Any change to scope, schedule, or fees shall be made by a written change order signed by authorized representatives of both parties. Change orders shall set forth the change, the effect on fees and schedule, and any other adjustments.

6. INTELLECTUAL PROPERTY

Subject to Client’s payment of all amounts due, Developer hereby assigns to Client, on a worldwide, perpetual basis, all right, title and interest in and to the Deliverables created specifically for Client under this Agreement, excluding Developer Background Technology. Developer retains all right, title and interest in any pre-existing materials, tools, libraries, or software owned or licensed by Developer and identified as Developer Background Technology.

Exceptions / Background Technology (if any)

7. CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party and shall not disclose such information except to persons who need to know and who are bound to keep the information confidential. Confidential information does not include information that is or becomes publicly known through no breach by the receiving party, is independently developed by the receiving party, or is required to be disclosed by law.

8. REPRESENTATIONS; WARRANTIES

Each party represents that it has authority to enter into this Agreement. Developer warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND DEVELOPER DISCLAIMS ALL OTHER WARRANTIES.

9. INDEMNIFICATION

Developer shall indemnify and hold Client harmless from third-party claims arising out of Developer’s gross negligence or willful misconduct in performing the Services. Client shall indemnify Developer from claims arising from Client’s misuse of the Deliverables, Client-provided content, or Client’s breach of this Agreement.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO DEVELOPER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INSURANCE

Developer shall maintain commercial general liability and professional liability insurance in amounts sufficient to cover its obligations under this Agreement, with minimum limits: , and shall provide certificates upon reasonable request.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this section.

Client Notice Contact & Address Developer Notice Contact & Address

13. ASSIGNMENT

Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign this Agreement in connection with a merger, sale of substantially all of its assets, or transfer to an affiliate. Any permitted assignee shall assume all obligations hereunder.

14. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement.

15. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of law principles.

17. ENTIRE AGREEMENT

This Agreement, together with any statements of work and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

18. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

Client - Print Name:

By:

Date:

Developer - Print Name:

By:

Date:

What a Development Services Contract Is and When it Applies

A Development Services Contract is a written agreement that sets the terms for delivering development work—software, product features, or construction-related services—between a provider and a client. It defines scope, deliverables, schedule, payment, intellectual property allocation, warranties, and risk allocation so both parties understand obligations and acceptance criteria. Well-drafted contracts reduce disputes by specifying milestones, change-order procedures, testing and acceptance rules, and termination rights. These agreements are commonly used for project-based engagements, retainer arrangements, and multi-phase programs where measurable outputs and timelines matter.

Why a Clear Development Services Contract Matters

A clear contract reduces ambiguity, limits disputes, and preserves intellectual property and payment rights. It sets measurable milestones and acceptance criteria that support project governance and contractor accountability while protecting both parties from scope creep and unexpected liabilities.

Who typically prepares and signs a Development Services Contract

Use the contract whenever work is outsourced, resources are allocated by milestone, or intellectual property and acceptance criteria must be formalized in writing.

Client procurement teams and project managers who need defined deliverables and payment controls.
Independent developers and vendor account managers who accept scope, timelines, and payment terms.
In-house legal or outside counsel who review IP, liability, and termination provisions for compliance.

Core clauses to include in a professional Development Services Contract

A comprehensive contract organizes responsibilities and reduces downstream risk by explicitly addressing scope, payment, schedule, and rights.

Scope

Detailed description of work, excluded tasks, assumptions, and acceptance criteria for deliverables to avoid disputes.

Deliverables

Itemized list, formats, delivery method, and criteria for acceptance, including testing and defect correction procedures.

Milestones

Schedule with milestone dates, deliverable owners, progress review points, and consequences for missed milestones.

Payment

Fee structure (fixed, hourly, milestone), invoicing schedule, late-payment terms, and any retainers or holdbacks.

Intellectual Property

Assignment or license terms, ownership of source code or designs, third-party dependencies, and open-source obligations.

Warranties & Liability

Limited warranty period, remedies for breach, liability caps, indemnities, and insurance requirements if applicable.

Required information to complete the contract

Developer Name: Full legal business or individual name

Client Name: Full legal entity or individual name

Scope Summary: Concise scope phrase or project title

Payment Terms: Fee type and payment schedule

Effective Date: MM/DD/YYYY effective date

Signature Blocks: Names, titles, and signature lines

Common legal and commercial risks to address

Missed Deadlines: Liquidated damages or delay remedies

IP Ambiguity: Disputed ownership of deliverables

Payment Disputes: Unpaid invoices or disputed invoices

Regulatory Noncompliance: Privacy or export control exposure

Scope Creep: Uncontrolled additional work requests

Unenforceability: Missing essential contract terms

Step-by-step process to complete the Development Services Contract

Follow these sequential steps to prepare, review, and finalize a enforceable agreement.

01

Draft the Scope: Write a clear, measurable description of work and exclusions.
02

Define Payments: Specify fees, invoicing cadence, and acceptance-triggered payments.
03

Add IP Terms: State assignment or license terms for code and deliverables.
04

Execute Signatures: Obtain signatures and date the agreement per governance.

How to configure an online signing workflow for this contract

Set up fields, signer order, and authentication so signatures accurately reflect intent and attribution.

Field	Configuration
Signature Field	Required for each signer
Date Field	Auto-fill MM/DD/YYYY
Initials Field	Use for page acknowledgements
Signer Order	Sequential or parallel routing

Digital signing and platform requirements

Ensure the platform supports ESIGN and UETA compliance, preserves an audit trail, and stores tamper-evident signed PDFs for retention and future evidentiary needs.

File Formats: PDF, DOCX supported
Authentication: Email, SMS, KBA options
Integrations: CRM and cloud storage

Typical routing and submission flow for the contract

A standard online workflow streamlines review, signature, and distribution while preserving a complete audit trail.

Upload Document: Sender uploads final contract file to platform.
Place Fields: Add signature, date, and initial fields where needed.
Add Signers: Enter signer emails and set signing order.
Send for Signature: Platform emails signers and captures signed document.

How this contract compares with related documents

Compare common agreement types to choose the right instrument for development work and control points.

Contract Type	Development Services Contract	Statement of Work	Master Services Agreement
Primary Purpose	project delivery	task details	framework terms
Term	defined project term	project-specific	umbrella long-term
Payment Detail	milestones or fixed	per-task	varies by sow
IP Allocation	explicit ownership	scoped to sow	license/assignment options

Key timing items and typical deadlines to specify

Document clear timing obligations to avoid disputes about delivery, invoicing, and acceptance.

Effective Date:

Date when obligations commence

Milestone Due Dates:

List MM/DD/YYYY for each milestone

Payment Due:

Net terms such as Net 30 or Net 45

Acceptance Window:

Timeframe for client testing and acceptance

Change Orders:

Specify notice and agreement timelines

eSignature vendor pricing and feature snapshot relevant to contract execution

Compare starting prices and key capabilities for common eSignature vendors used to execute contracts; signNow is listed first for contrast.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently asked questions about Development Services Contracts

Answers to common legal and practical questions about signing, enforceability, and recordkeeping for development contracts.

Need help? Contact support

Can this contract be signed electronically?
Yes. Electronic signatures executed with intent and attribution are enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states; ensure consumer disclosures where required and preserve a retrievable record.
When is notarization required?
Notarization is rarely required for commercial development contracts, but certain state filings or signature acknowledgements may require a notary. Use Remote Online Notarization where permitted and follow state notary rules for identity proofing and retention.
What makes the agreement enforceable?
Clear mutual assent, definite terms (scope, price, schedule), and demonstrable signature/intent establish enforceability. For interstate electronic signatures, ESIGN (15 U.S.C. §7001) provides parity with handwritten signatures.
How should IP be handled?
Include explicit assignment or license clauses describing what is transferred, any exceptions, third-party components, and deliverable ownership to avoid later disputes over source code or designs.
How do I amend the contract?
Amendments should be written, identify the changed sections, and be signed by authorized representatives; state whether electronic signatures are acceptable under the original agreement.
How long must I keep the signed contract?
Retain commercially for 3–7 years depending on tax and regulatory needs; follow IRS rules (IRC §6501(a)) and industry-specific mandates such as HIPAA (45 CFR §164.530(j)) where applicable.

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