Software development and maintenance agreement

Price:  £65.00(Inc. 20% VAT)(£54.17 Exc. VAT)
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This template combines our software development agreement and our software maintenance agreement.


This software development and maintenance agreement template may be used to document an agreement between two parties concerning the development of software, where the rights the software will be assigned, and where the developer will provide maintenance services on an ongoing basis.

This template comes in basic, standard and premium versions.

As you would expect, the basic version covers the fundamentals, includng the manner of performance of the development services, the timetable for the development of the software, the developer's approach to source code and the ongoing supply of code to the customer. As with all of three versions, copyright and other intellectual property rights in the software are assigned (not licensed) to the customer. The basic version also takes account of the possibility that third party intellectual property may be incorporated into the software, and this is subject to a separate licensing clause. The maintenance services provisions in the basic version may be adapted to cover either the supply of updates, or the supply and application of updates by the developer. Optionally, maintenance services may be terminated independently from the rest of the agreement. Of course, the basic version also includes a range of boilerplate provisions covering charges, warranties, liabilities and similar matters.

The standard version of the software development and maintenance agreement builds upon the basic version, with additional provisions covering set-up services, acceptance testing, expenses, timesheets, confidentiality and indemnities. A separate maintenance services SLA is also included with the standard version.

The premium version goes further still, with clauses covering additional development services, change control processes, contract management, publicity and personal data processing. Another key difference is that the premium version comprehends the possibility that the developer will be licensing framework code (for example, the developer's own custom application development framework) to the customer, alongside a licence of the new code created in the course of the project.

If you are looking for a software development agreement under which all of the developer's code will be licensed rather than assigned to the customer, please consider our software development and licence agreements in place of this template.

Basic agreement

  1. Definitions
  2. Term
  3. Development Services
  4. Assignment
  5. Third Party Materials
  6. Maintenance Services
  7. Customer obligations
  8. Charges
  9. Payments
  10. Warranties
  11. Limitations and exclusions of liability
  12. Force Majeure Event
  13. Termination
  14. Effects of termination
  15. Further assurance
  16. Notices
  17. Subcontracting
  18. General
  19. Interpretation

Schedule 1 - Software development particulars

Standard agreement

  1. Definitions
  2. Term
  3. Development Services
  4. Set Up Services
  5. Acceptance procedure
  6. Assignment
  7. Third Party Materials
  8. Maintenance Services
  9. Customer obligations
  10. Charges
  11. Expenses
  12. Timesheets
  13. Payments
  14. Developer's confidentiality obligations
  15. Customer's confidentiality obligations
  16. Warranties
  17. Acknowledgements and warranty limitations
  18. Indemnities
  19. Limitations and exclusions of liability
  20. Force Majeure Event
  21. Termination
  22. Effects of termination
  23. Further assurance
  24. Notices
  25. Subcontracting
  26. Assignment
  27. No waivers
  28. Severability
  29. Third party rights
  30. Variation
  31. Entire agreement
  32. Law and jurisdiction
  33. Interpretation

Schedule 1 - Software development particulars
Schedule 2 - Maintenance SLA

Premium agreement

  1. Definitions
  2. Term
  3. Development Services
  4. Set Up Services
  5. Acceptance procedure
  6. Assignment
  7. Framework Software
  8. Source Code of Framework Software
  9. Escrow of Source Code of Framework Software
  10. Third Party Materials
  11. Maintenance Services
  12. Additional Development Services
  13. Customer obligations
  14. Customer Materials
  15. Representatives
  16. Management
  17. Change control
  18. Charges
  19. Expenses
  20. Timesheets
  21. Payments
  22. Developer's confidentiality obligations
  23. Customer's confidentiality obligations
  24. Publicity
  25. Data protection
  26. Warranties
  27. Acknowledgements and warranty limitations
  28. Indemnities
  29. Limitations and exclusions of liability
  30. Force Majeure Event
  31. Termination
  32. Effects of termination
  33. Non-solicitation of personnel
  34. Notices
  35. Further assurance
  36. Subcontracting
  37. Assignment
  38. No waivers
  39. Severability
  40. Third party rights
  41. Variation
  42. Entire agreement
  43. Export control
  44. Law and jurisdiction
  45. Interpretation

Schedule 1 - Software development particulars
Schedule 2 - Maintenance SLA
Schedule 3 - Form of change control notice
Schedule 4 - Form of escrow agreement

Basic agreement

  • Total words: 7899
  • Total characters: 51062
  • Document pages (approx.): 14
  • Guidance notes pages (approx.): 14
  • Total pages (approx., including cover): 29

Standard agreement

  • Total words: 13787
  • Total characters: 90042
  • Document pages (approx.): 25
  • Guidance notes pages (approx.): 25
  • Total pages (approx., including cover): 51

Premium agreement

  • Total words: 18183
  • Total characters: 119162
  • Document pages (approx.): 34
  • Guidance notes pages (approx.): 34
  • Total pages (approx., including cover): 69

A copy of this software development and maintenance agreement is included in the following pack:

  • Software developer pack (all versions of this document are included in the premium version of the pack and the basic and standard versions of this document are included in the standard version of the pack)

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