FREE Australian Software Development Agreement

SOFTWARE DEVELOPMENT AGREEMENT


This Software Development Agreement (“Agreement”) is made on [Date] by and between:


[Company], having its registered office at [Address], hereinafter referred as the Company;

AND

[Name of the Developer], having its registered office at [Address], hereinafter referred as the Developer.


WHEREAS:


The Company has developed and provides state-of-the-art software tools and services to a global audience and the Company wishes to enter in this agreement for the development of [Software] (“Software”).


NOW, THEREFORE, in consideration of the mutual representations and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

Scope of Services: Developer will perform the services described in the Statement of Work ("Service”), attached to the signed development Order Form (“Order”), in order to develop and implement the Software according to the specifications and completion times set forth therein. The Company will cooperate with Developer's reasonable requests for information and data necessary for the completion of the Work.



Price and Payment Terms: The Company will pay Developer for the Services at the price and on the terms set forth in the Order. If Developer is required to pay any federal, state or local taxes based on the services provided under this Agreement, these will be separately billed to the Company.

Term and Termination: Unless terminated as provided herein, this Agreement will extend to and terminate upon completion of Developer's Services as provided herein. Client may terminate this Agreement without cause upon thirty (30) days written notice.

IPR: The Company will retain ownership of all proprietary rights to the Software developed pursuant to this Agreement, including certain rights, if any, that Developer has pursuant to a license from another party.



Confidential Information:



A. All information relating to Company that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Developer and will not be disclosed or used by Developer except to the extent that such disclosure or use is reasonably necessary to the performance of Services.



Warranty: Developer warrants the Work will be performed in a workmanlike manner, and in conformity with generally prevailing industry standards. The Company must report any material deficiencies in Developer's Work to Developer in writing within sixty (60) days of Company’s receipt of the Work. Company’s exclusive remedy for the breach of the above warranty will be the re-performance of Developer's Work within a commercially reasonable time.



Ownership of Material: It is agreed and understood by the Developer that any reports or other material, graphic, software or otherwise, prepared by the Developer for the Company under this Agreement shall belong to and remain the property of the Company. All works of copyrightable subject matter created by the Developer under this Agreement shall be deemed works made for hire.



Relation of Parties: It is the intention of the parties hereto that Developer shall have the status of an independent contractor, and nothing contained herein shall be considered as creating an employer-employee relationship between the Developer and the Company.



Law Governing Contract: This Agreement shall be governed by the laws of [State], Australia as applicable thereto.



Dispute Resolution: Any dispute arising out of the Agreement, which cannot be amicably settled between the parties, shall be referred to arbitration by a single arbitrator in [State], Australia in accordance with the International Arbitration and Mediators Association. (IAMA)





Developer Company





Annexure- A

SERVICES