This software development and maintenance agreement template may be used to document an agreement between two parties concerning the development of software, acceptance testing of that software by the customer, the licensing of intellectual property rights in that software to the customer, and the ongoing maintenance of that software by the developer.

This template represents the combination of our standard software development agreement and software maintenance agreements. Selected sections from those documents can be reviewed here:

> Sample Software Development Agreement
> Sample Software Maintenance Agreement

The template includes optional provisions relating to different licensing models. The software licence may be limited to particular users, particular premises, a particular number of concurrent users, a particular number of installations, or a particular computer system. The template also provides for the placing of the software source code into escrow. However, it does not itself provide for a source code licence.

The following provisions are included in the agreement.

(1) Definitions and interpretation
(2) Term
(3) Services overview
(4) Development and delivery
(5) Customer acceptance testing
(6) Maintenance Services
(7) Customer obligations
(8) Charges
(9) Payment
(10) Licence
(11) Intellectual Property Rights
(12) Escrow
(13) Warranties
(14) Limitations and exclusions of liability
(15) Termination
(16) Effects of termination
(17) Notices
(18) Data protection
(19) General

The agreement also includes these schedules:

Schedule 1 - Specification of Software
Schedule 2 - Project Plan
Schedule 3 - Maintenance Service Levels
Schedule 4 - Charges
Schedule 5 - Licensing
Schedule 6 - Form of escrow agreement

You will need to supply most of the content for the schedules (excepting the maintenance service level schedule).

This agreement is included in our standard Software Developer Pack.

This software development and maintenance agreement is 28 pages long (including the cover sheet) and is delivered in Word (.doc) format for easy editing.