Software Developer Agreement

Software Developer Agreement Template for United States

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Key Requirements PROMPT example:

"I need a Software Developer Agreement for hiring a freelance developer to create a mobile banking app, with strict data protection requirements and source code ownership provisions, to commence development by March 2025."

Document background

The Software Developer Agreement serves as a crucial legal framework for software development projects in the United States. This document is essential when engaging developers for creating, modifying, or maintaining software solutions. It protects both parties by clearly defining project scope, deliverables, intellectual property rights, and payment terms. The agreement addresses key considerations under U.S. law, including copyright protection, trade secret safeguards, and data privacy requirements. It's particularly important for establishing clear boundaries in developer-client relationships and ensuring compliance with federal and state regulations.

Suggested Sections

1. Parties: Identification of contracting parties, including legal names and addresses

2. Background: Context of the agreement and purpose of engagement

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of development services to be provided

5. Payment Terms: Compensation, payment schedule, and invoicing requirements

6. Intellectual Property Rights: Ownership and licensing of developed software and related materials

7. Confidentiality: Protection of proprietary information and trade secrets

8. Term and Termination: Duration of agreement and conditions for termination

Optional Sections

1. Non-Compete: Restrictions on competitive activities - use when protecting business interests in competitive markets

2. Source Code Escrow: Terms for source code maintenance and access - use for business-critical software applications

3. Performance Metrics: Specific KPIs and performance standards - use when specific performance levels are crucial

4. Data Protection: Specific data handling and privacy requirements - use when handling sensitive or personal data

5. Insurance Requirements: Required insurance coverage and limits - use for high-value or high-risk projects

Suggested Schedules

1. Statement of Work: Detailed technical specifications and project requirements

2. Service Level Agreement: Performance standards, response times, and support details

3. Rate Card: Detailed breakdown of rates and charges

4. Project Timeline: Milestones, deliverables, and deadlines

5. Technical Requirements: Specific technical standards and requirements

6. Security Requirements: Security protocols and compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok��˰� | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Agreement

Client

Confidential Information

Effective Date

Force Majeure Event
Intellectual Property Rights

Project

Services

Term

Clauses

Relevant Industries

Technology
Financial Services
Healthcare
E-commerce
Manufacturing

Relevant Teams

Technology
Legal
Finance
Operations
Procurement

Relevant Roles

Software Developer
Chief Technology Officer
Project Manager
Technical Lead
Legal Counsel

Industries

Copyright Act: Federal law (17 U.S.C.) governing copyright protection for original works, including software code and documentation

Patent Act: Federal law (35 U.S.C.) protecting novel inventions and processes that may be incorporated in software development

Defend Trade Secrets Act: Federal law providing uniform protection for trade secrets across states, crucial for protecting proprietary software development methods and code

Fair Labor Standards Act: Federal law establishing standards for wages, overtime, and employment conditions that may affect developer compensation

State Employment Laws: Various state-specific regulations governing employment relationships, working conditions, and contractor classifications

State Data Privacy Laws: State-specific regulations (e.g., CCPA in California) governing data protection and privacy requirements in software development

Computer Fraud and Abuse Act: Federal law addressing unauthorized access to computers and networks, relevant for security obligations in software development

Uniform Commercial Code: Standardized state laws governing commercial transactions, including software licensing and sales

Export Administration Regulations: Federal regulations controlling the export of commercial and dual-use software and technology

State Non-Compete Laws: State-specific restrictions and requirements regarding non-compete agreements with software developers

Open Source Compliance: Legal requirements regarding the use, modification, and distribution of open-source software components

IRS Classification Guidelines: Federal guidelines determining whether a software developer should be classified as an employee or independent contractor

State Contract Laws: State-specific requirements for contract formation, enforcement, and interpretation

Federal Trade Commission Act: Federal law governing unfair or deceptive trade practices, including data security and privacy practices

Technology Transfer Regulations: Laws governing the transfer of technology and technical data, including software and development methodologies

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