Can this be signed electronically?

Yes. Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states; ensure intent, consent, attribution, and record retention to meet the legal-validity test.

Is notarization required?

Not typically for commercial development agreements; notarization may be required for certain state filings or if a power of attorney or real property interest is involved—check applicable state requirements.

Do I need a BAA for health data?

Yes. If the project accesses or processes protected health information, include a Business Associate Agreement to satisfy HIPAA obligations and retention rules (45 CFR §164.530(j)).

How do I amend the agreement later?

Use a written amendment signed by authorized signatories. Specify effective date, changed clauses, and reference the original agreement; track versions and retain prior copies for audit.

Who can sign on behalf of a company?

Only authorized officers or persons with delegated signature authority should sign; confirm authority through corporate resolution, POA, or procurement policy to avoid later challenges to enforceability.

How should I store the signed file?

Store the signed PDF and its audit trail in secure, access-controlled storage with encryption at rest (AES-256) and maintain copies per retention policy for tax, regulatory, or dispute purposes.

Electronic Signature
Templates
Miscellaneous
Development Technology Agreement

Development Technology Agreement

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Development Technology Agreement

This Development Technology Agreement (the "Agreement") is made and entered into as of by and between Client Name: and Developer Name: .

RECITALS

WHEREAS, Client desires to procure certain software, systems, services, documentation and related technology from Developer for use in Client's business operations; and

WHEREAS, Developer is engaged in the business of designing, developing and delivering software and related technology and has the expertise and resources to perform the services described in this Agreement; and

WHEREAS, the parties wish to define their respective rights and obligations with respect to the development, delivery, acceptance, payment and ownership of the deliverables and related technology.

1. DEFINITIONS

For purposes of this Agreement, the following terms have the following meanings: "Deliverables" means the software, documentation, modules, source code, object code, designs, and other work product to be developed and delivered by Developer under this Agreement; "Confidential Information" means non-public information disclosed by one party to the other as further described in Section 6; and "Third Party Materials" means any software, libraries, components or tools owned by third parties and incorporated into the Deliverables.

2. SCOPE OF WORK

Describe Services and Deliverables

3. PAYMENT TERMS

Total Fees Payment Schedule (milestones, amounts, due dates) Deposit / Upfront Payment Invoices and Payment Terms

Invoices are payable within days of receipt. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is lower.

4. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice, subject to payment for work performed through the effective date of termination.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Developer hereby assigns, transfers and conveys to Client all right, title and interest in and to the Deliverables and all intellectual property rights therein, including copyrights, patents and trade secrets, effective upon full payment of amounts due for the applicable Deliverables. Developer retains ownership of Developer's pre-existing technology, tools, know-how and libraries ("Background Technology"). Background Technology incorporated in the Deliverables is licensed to Client on a non-exclusive, perpetual, royalty-free basis solely to the extent necessary to exercise rights in the Deliverables.

Work for Hire: Developer and Client agree that to the extent permitted by applicable law the Deliverables will be considered a "work made for hire" for Client. If any Deliverable is not a work made for hire, Developer will assign all right, title and interest to Client as set forth above.

If any assignment exceptions are required, specify scope

6. CONFIDENTIALITY

Each party shall maintain as confidential and shall not disclose or use any Confidential Information of the other party except as necessary to perform its obligations under this Agreement. Confidential Information shall not include information that is (a) publicly known through no breach by the recipient; (b) rightfully received from a third party free of restrictions; (c) independently developed by the recipient without reference to the disclosing party's Confidential Information; or (d) required to be disclosed by law or court order subject to prior notice to the disclosing party where permitted.

The obligations of confidentiality under this Section shall survive termination of this Agreement for a period of years.

7. WARRANTIES; DISCLAIMER

Developer warrants that for a period of days after acceptance the Deliverables will substantially conform to the agreed specifications and will be developed in a professional manner consistent with industry standards. The sole and exclusive remedy for breach of the foregoing warranty shall be, at Developer's option, repair or replacement of the nonconforming Deliverable or refund of fees paid for the nonconforming portion.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE DELIVERABLES ARE PROVIDED "AS IS" AND DEVELOPER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

EXCEPT FOR DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INFRINGEMENT OF INTELLECTUAL PROPERTY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED . NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

9. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from (a) the Indemnifying Party's breach of this Agreement; or (b) allegations that the Indemnifying Party's Background Technology infringes a third-party intellectual property right. The Indemnifying Party's obligations are subject to prompt notice by the Indemnified Party and reasonable cooperation in the defense.

10. NOTICES

Client Address for Notices Developer Address for Notices

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above (or such other address as a party may specify by written notice).

11. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles. The parties agree to submit disputes arising under this Agreement to the exclusive jurisdiction of state and federal courts located in that state.

12. ENTIRE AGREEMENT

This Agreement, together with any Statement of Work or exhibits signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

13. MISCELLANEOUS

If any provision of this Agreement is adjudicated invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Client Printed Name:

By (Signature):

Date:

Developer Printed Name:

By (Signature):

Date:

What a Development Technology Agreement Covers

A Development Technology Agreement is a contract that governs the creation, delivery, licensing, and maintenance of software, systems, or technical solutions. It defines parties, scope of work, deliverables, timelines, payment milestones, intellectual property ownership, warranties, change-order procedures, acceptance testing criteria, confidentiality, data security obligations, and post-delivery support. For projects that handle regulated data or cross state lines, the agreement should also address compliance, audit rights, and methods for electronic execution and record retention to ensure enforceability and traceability.

Why a Clear Agreement Matters

A well-drafted Development Technology Agreement reduces scope disputes, allocates risk, secures IP rights, and creates predictable payment and delivery schedules. Clear terms for testing, acceptance, and maintenance help avoid project delays and cost overruns while preserving legal remedies if obligations are not met.

Who Typically Prepares or Signs This Agreement

Coordinate these roles early to align technical acceptance, budget approvals, and signature authority before work begins.

Project Managers and Product Owners — Prepare SOWs and confirm technical acceptance criteria with stakeholders.
Legal and Contracts Teams — Draft and negotiate liability, IP, and indemnity clauses with external counsel.
Procurement and Finance — Approve payment milestones, invoicing, and vendor terms.

Typical Signatories and Their Roles

Chief Technology Officer

As an authorized executive, the CTO commonly signs agreements when technology direction, IP assignment, and long-term support are central to the business relationship; the CTO typically confirms technical scope and acceptance criteria on behalf of the company.

Procurement Director

Procurement or a VP of Finance often signs on commercial terms, payment milestones, and vendor management clauses; their signature confirms budget availability, invoicing instructions, and warranty or service-level commitments.

Core Sections to Include

A complete Development Technology Agreement groups legal and technical commitments so both parties understand deliverables, ownership, and remedies.

Scope of Work

Describe features, modules, deliverables, acceptance tests, and any excluded services; attach functional specs or SOW exhibits that map to milestones and payment triggers to avoid ambiguity.

Deliverables & Schedule

List deliverable items, delivery dates or sprints, milestone acceptance windows, and remedies for missed milestones including cure periods and liquidated damages if agreed.

Intellectual Property

Specify ownership of new code, preexisting materials, licenses granted, assignment language, and rights to use, modify, or sublicense deliverables post-completion.

Payment Terms

Detail fees, invoicing cadence, milestone payments, retainers, expense reimbursement, late-payment interest, and any escrow arrangements for source code or milestone artifacts.

Warranties & Liability

Define warranty duration, exclusion of implied warranties, limitation of liability caps, indemnities for third-party IP claims, and procedures for dispute resolution.

Security & Compliance

Include data protection obligations, encryption and access controls, breach notification timelines, HIPAA or other regulatory addenda if applicable, and audit rights.

Essential Fields to Capture

Parties: Legal entity names

Effective Date: MM/DD/YYYY

Scope: Work summary

Payment Terms: Amounts and schedule

IP Terms: Assignment or license

Signatures: Signer name and date

Step-by-Step: Completing the Agreement

Follow these steps in sequence to prepare, review, and execute a Development Technology Agreement with minimal friction.

01

Gather Documents: Collect SOW, technical specs, and vendor information.
02

Draft Core Terms: Populate scope, IP, payment, and schedule fields.
03

Legal Review: Have counsel review liability and indemnity clauses.
04

Sign and Store: Execute electronically and archive signed record.

Configure an Online Signing Workflow

Set up fields and authentication once so repetitive agreements follow the same secure process.

Field	Configuration
Template Name	Use consistent naming with versioning
Signer Authentication	Email + SMS code or KBA where required
Conditional Fields	Show fields only when certain options are selected
Reminder Schedule	Set automated reminders and escalation

Where to Send or File the Executed Agreement

Decide routing and storage destinations before signature to ensure record integrity and access control.

Primary Recipient: Counterparty legal or contracts inbox
Internal Copies: Finance, procurement, and project teams
Document Repository: Secure cloud storage with version control
Audit Archive: Retain certificate of completion and audit trail

Digital Signing and Distribution Considerations

Platforms that offer detailed audit trails, secure storage (AES-256), and integrations with systems like NetSuite, Salesforce, or Google Workspace help streamline signature collection and recordkeeping.

File Formats: PDF and DOCX supported
Integrations: CRM and storage connectors
Authentication: Email, SMS, or advanced KBA

Common Timelines and Processing Expectations

Key dates should be explicit in the agreement to avoid disputes over delivery, testing, and payments.

Kickoff Date:

Project start date tied to Effective Date and initial payment

Milestone Deadlines:

Dates for deliverables and acceptance testing

Acceptance Period:

Typical 7–30 day window to test deliverables

Maintenance Start:

Start date for warranty or support obligations

Invoice Due Date:

Payment terms in days from invoice receipt

Key Project Milestones

A sequential milestone list clarifies when responsibilities shift and when payments are due.

01

Agreement Execution

Both parties sign and deposits, if any, are paid

02

Design Delivery

Design artifacts and acceptance criteria delivered

03

Development Handover

Code delivered to staging for customer testing

04

Production Launch

Final deployment and transition to maintenance

Common Preparation Errors to Avoid

Vague scope language that leaves deliverables open to interpretation and fuels disputes over whether work is in or out of scope.
Missing acceptance criteria which creates disagreement on whether deliverables meet contractual requirements and delays final payment.
Unclear IP language that fails to transfer rights or creates overlapping licenses between preexisting and new code.
Insufficient security provisions or lack of a BAA when protected health information is involved, exposing parties to regulatory risk.

Potential Consequences of Errors

Payment Withholding: Delayed or disputed invoices

IP Disputes: Litigation or injunction risk

Regulatory Fines: HIPAA or data breach penalties

Project Delays: Missed launch dates

Increased Costs: Change order and rework fees

Contract Termination: Early termination damages

Real-World Use Cases

Practical examples illustrate how organizations adapt agreements to their workflows and compliance needs.

Tech Data (CEO)

Tech Data integrated online execution for contracts to streamline approvals and revenue recognition.

Resulted in faster internal and external processing.
Tech Data uses airSlate SignNow to improve our internal and external customer service while increasing our speed to revenue.

Optica Ventures (COO)

A small venture firm standardized development agreements for portfolio companies.

Standardization reduced negotiation cycles.
The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.

eSignature Vendor Comparison for Development Agreements

Common vendor features and starting prices to consider when selecting an eSignature provider; signNow appears first for reference.

	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 free 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	Varies	Varies

Frequently Asked Questions

Answers to common questions about execution, validity, and post-signature handling of Development Technology Agreements.

Need help? Contact support

Can this be signed electronically?
Yes. Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states; ensure intent, consent, attribution, and record retention to meet the legal-validity test.
Is notarization required?
Not typically for commercial development agreements; notarization may be required for certain state filings or if a power of attorney or real property interest is involved—check applicable state requirements.
Do I need a BAA for health data?
Yes. If the project accesses or processes protected health information, include a Business Associate Agreement to satisfy HIPAA obligations and retention rules (45 CFR §164.530(j)).
How do I amend the agreement later?
Use a written amendment signed by authorized signatories. Specify effective date, changed clauses, and reference the original agreement; track versions and retain prior copies for audit.
Who can sign on behalf of a company?
Only authorized officers or persons with delegated signature authority should sign; confirm authority through corporate resolution, POA, or procurement policy to avoid later challenges to enforceability.
How should I store the signed file?
Store the signed PDF and its audit trail in secure, access-controlled storage with encryption at rest (AES-256) and maintain copies per retention policy for tax, regulatory, or dispute purposes.

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