Programming Project Document

Programming Project Document

Parties

Recitals

WHEREAS, Client Name: desires to engage Developer to perform programming and software development services described herein; and

WHEREAS, Developer Name: represents that Developer has the technical capability, personnel, and resources to perform such services; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the programming project effective as of Effective Date: .

Scope of Work

Developer will perform the services and deliver the deliverables described below. The Scope of Work shall include detailed functional requirements, non-functional requirements, user interface designs, source code, build scripts, test cases, and documentation as specified by the parties.

Payment Terms

Total Project Fee: $. Client shall pay Developer in accordance with the schedule below.

Invoices are due within days of invoice date. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is less.

Term and Termination

This Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: or until completion of the Scope of Work.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to termination. Either party may terminate for material breach if the breaching party fails to cure within 30 days after written notice specifying the breach.

Upon termination, Client shall pay Developer for all work performed and reimbursable expenses through the effective date of termination. Developer shall deliver all completed work and work in progress and provide reasonable cooperation for an orderly transition.

Confidentiality

Each party (the "Recipient") acknowledges that it may receive Confidential Information from the other party (the "Discloser"). Confidential Information means non-public information disclosed in any form that is designated confidential or that the Recipient should reasonably understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is publicly available without breach of this Agreement, independently developed by the Recipient without reference to the Discloser's Confidential Information, or rightfully received from a third party without restriction.

The Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as this Agreement; and (c) implement reasonable technical and organizational measures to protect Confidential Information. Confidentiality obligations shall survive termination for a period of years, unless a longer period is required by applicable law.

Intellectual Property

Developer agrees that all code, deliverables, documentation, inventions, improvements, and related materials created specifically for Client under this Agreement (collectively, "Work Product") shall be deemed work made for hire and owned exclusively by Client upon full payment of amounts due under this Agreement. To the extent ownership does not automatically vest in Client, Developer hereby assigns and agrees to assign all right, title and interest in Work Product to Client.

Notwithstanding the foregoing, Developer shall retain ownership of Developer's pre-existing tools, libraries, and general know-how. To the extent such pre-existing materials are included in the Work Product, Developer grants Client a perpetual, irrevocable, worldwide, royalty-free license to use such pre-existing materials as incorporated into the Work Product.

Change Orders; Acceptance Testing

Deliverables shall be subject to acceptance testing as described in the Acceptance Criteria. Client shall notify Developer of any nonconformities within days of delivery. Developer shall correct reported defects at Developer's expense so long as such defects are within the Scope of Work.

Warranties; Liability

Developer warrants that the Work Product will materially conform to the specifications set forth in the Scope of Work for a period of days from acceptance. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE WORK PRODUCT IS PROVIDED "AS IS" AND DEVELOPER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Neither party shall be liable to the other for incidental, consequential, special or punitive damages, except for liability resulting from willful misconduct, gross negligence, breach of confidentiality, or indemnification obligations. The total aggregate liability of either party arising out of or in connection with this Agreement shall not exceed the total fees paid to Developer under this Agreement in the twelve (12) months preceding the claim.

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 choice-of-law principles. The parties shall first attempt to resolve disputes in good faith through escalation between senior representatives. If unresolved within 30 days, either party may pursue any remedy available at law or in equity.

Entire Agreement; Amendments

This Agreement, including any exhibits and mutually executed change orders, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the other party's prior written consent, except that Client may assign to an affiliate or in connection with a sale of substantially all of its assets. Developer may engage subcontractors but shall remain responsible for Developer's performance and compliance with this Agreement.

Sign Now