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Software Development Agreement Template

For Custom Software Projects

MASTER SOFTWARE DEVELOPMENT AGREEMENT​

This Master Software Development Agreement ("Agreement") is entered into as of [DATE] ("Effective Date")

BETWEEN:

SkyMirror Kft.
A company incorporated in Hungary
Registered Address: Kálmán Imre utca 1, 1054 Budapest, Hungary
Registration Number: [NUMBER]
("SkyMirror" or "Developer")

AND:

[CLIENT LEGAL NAME]
A company incorporated in [JURISDICTION]
Registered Address: [ADDRESS]
Registration Number: [NUMBER]
("Client")

Each a "Party" and collectively the "Parties"

1. DEFINITIONS​

1.1 "Deliverables" means the software, documentation, and other materials to be delivered by SkyMirror as specified in a Statement of Work.

1.2 "Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, and other intellectual property rights.

1.3 "Project" means a software development engagement governed by a Statement of Work.

1.4 "Services" means the software development, consulting, and related services provided by SkyMirror.

1.5 "Specifications" means the functional and technical requirements for the Deliverables as set forth in a Statement of Work.

1.6 "Statement of Work" or "SOW" means a document describing a specific Project, including scope, timeline, and fees.

2. SERVICES​

2.1 Engagement​

SkyMirror agrees to perform the Services and deliver the Deliverables as specified in each Statement of Work executed by the Parties.

2.2 Statements of Work​

Each SOW shall include:

  • (a) Description of Services and Deliverables
  • (b) Project timeline and milestones
  • (c) Fees and payment schedule
  • (d) Acceptance criteria
  • (e) Client responsibilities

2.3 Performance Standards​

SkyMirror shall perform the Services:

  • (a) In a professional and workmanlike manner
  • (b) In accordance with the Specifications
  • (c) Using qualified personnel
  • (d) In compliance with applicable laws

2.4 Project Management​

SkyMirror shall:

  • (a) Assign a Project Manager as primary contact
  • (b) Provide regular progress reports
  • (c) Conduct status meetings as agreed
  • (d) Maintain project documentation

3. CLIENT RESPONSIBILITIES​

3.1 Cooperation​

Client shall:

  • (a) Provide timely access to information, systems, and personnel
  • (b) Designate a Project Manager with decision-making authority
  • (c) Review and approve Deliverables within agreed timeframes
  • (d) Provide feedback and decisions promptly

3.2 Client Materials​

Client shall provide all materials, data, and content required for the Project ("Client Materials"). Client represents that it has the right to provide such materials.

3.3 Delays​

If Client delays are material, SkyMirror may:

  • (a) Adjust the project timeline
  • (b) Invoice for additional costs incurred
  • (c) Suspend work until delays are resolved

4. CHANGE MANAGEMENT​

4.1 Change Requests​

Either Party may request changes to a SOW by submitting a written Change Request describing:

  • (a) Proposed changes to scope
  • (b) Impact on timeline
  • (c) Impact on fees

4.2 Evaluation​

SkyMirror shall evaluate Change Requests within 5 business days and provide:

  • (a) Feasibility assessment
  • (b) Revised timeline
  • (c) Additional fees (if any)

4.3 Approval​

No change shall be effective until both Parties sign a Change Order. Work on changes shall not commence until approval.

4.4 Out-of-Scope Work​

If SkyMirror identifies work that is out of scope, SkyMirror shall notify Client and submit a Change Request before proceeding.

5. ACCEPTANCE​

5.1 Delivery​

SkyMirror shall deliver Deliverables in accordance with the timeline specified in the SOW.

5.2 Acceptance Testing​

Upon delivery, Client shall have [10] business days to test Deliverables against the acceptance criteria ("Acceptance Period").

5.3 Acceptance or Rejection​

Within the Acceptance Period, Client shall:

  • (a) Accept the Deliverables in writing, or
  • (b) Reject with specific deficiencies in writing

5.4 Deficiency Correction​

If Client rejects Deliverables:

  • (a) SkyMirror shall correct deficiencies within [10] business days
  • (b) Client shall have [5] business days to re-test
  • (c) Process repeats until acceptance or termination

5.5 Deemed Acceptance​

Deliverables shall be deemed accepted if:

  • (a) Client fails to respond within the Acceptance Period
  • (b) Client uses Deliverables in production

6. FEES AND PAYMENT​

6.1 Fees​

Client shall pay the fees specified in each SOW. Fee structures may include:

  • (a) Fixed price for defined scope
  • (b) Time and materials at agreed rates
  • (c) Milestone-based payments

6.2 Rate Card​

RoleHourly RateDaily Rate
Project Manager€100€750
Solutions Architect€150€1,125
Senior Developer€120€900
Developer€90€675
QA Engineer€80€600
UX Designer€100€750

6.3 Expenses​

Pre-approved expenses shall be reimbursed at cost plus [10]% administrative fee.

6.4 Invoicing​

  • (a) Fixed price: Per milestone schedule in SOW
  • (b) Time and materials: Monthly in arrears
  • (c) Payment due within 30 days of invoice

6.5 Late Payment​

Overdue amounts shall accrue interest at 1.5% per month. SkyMirror may suspend work if payment is overdue by more than 30 days.

6.6 Taxes​

All fees are exclusive of applicable taxes, which shall be paid by Client.

7. INTELLECTUAL PROPERTY​

7.1 Client Materials​

Client retains all rights in Client Materials provided to SkyMirror.

7.2 Pre-Existing IP​

Each Party retains all rights in its pre-existing intellectual property.

7.3 Deliverables​

Upon full payment, Client shall own all rights in the Deliverables, except:

  • (a) SkyMirror Pre-Existing IP
  • (b) Third-party components
  • (c) General knowledge and skills

7.4 License to Pre-Existing IP​

SkyMirror grants Client a perpetual, non-exclusive license to use SkyMirror Pre-Existing IP incorporated in the Deliverables.

7.5 Third-Party Components​

Deliverables may include third-party components subject to separate licenses. SkyMirror shall identify such components and ensure Client has appropriate rights.

7.6 Open Source​

SkyMirror shall identify any open source components and ensure compliance with applicable licenses.

7.7 Work Product Assignment​

SkyMirror hereby assigns to Client all rights in work product created specifically for Client under this Agreement.

8. CONFIDENTIALITY​

8.1 Definition​

"Confidential Information" means non-public information disclosed by one Party to the other, including:

  • (a) Business plans and strategies
  • (b) Technical information and source code
  • (c) Customer and financial information
  • (d) The terms of this Agreement

8.2 Obligations​

The receiving Party shall:

  • (a) Protect Confidential Information with reasonable care
  • (b) Use Confidential Information only for this Agreement
  • (c) Limit disclosure to personnel with need to know
  • (d) Not disclose to third parties without consent

8.3 Exceptions​

Obligations do not apply to information that:

  • (a) Is or becomes publicly available
  • (b) Was known before disclosure
  • (c) Is independently developed
  • (d) Is required by law to be disclosed

8.4 Return of Information​

Upon termination, each Party shall return or destroy Confidential Information upon request.

9. WARRANTIES​

9.1 SkyMirror Warranties​

SkyMirror warrants that:

  • (a) Services will be performed professionally
  • (b) Deliverables will conform to Specifications
  • (c) Deliverables will be free of material defects for [90] days
  • (d) SkyMirror has the right to perform Services
  • (e) Deliverables will not infringe third-party IP rights

9.2 Client Warranties​

Client warrants that:

  • (a) Client has authority to enter this Agreement
  • (b) Client Materials do not infringe third-party rights
  • (c) Client will use Deliverables lawfully

9.3 Warranty Remedies​

For warranty breaches, SkyMirror shall, at its option:

  • (a) Repair or replace defective Deliverables
  • (b) Re-perform defective Services
  • (c) Refund fees for defective work

9.4 Disclaimer​

EXCEPT AS EXPRESSLY STATED, SKYMIRROR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. LIMITATION OF LIABILITY​

10.1 Exclusion of Damages​

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

10.2 Liability Cap​

EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF:

  • (a) Fees paid under the applicable SOW, or
  • (b) €100,000

10.3 Exceptions​

Limitations do not apply to:

  • (a) Breach of confidentiality
  • (b) IP infringement
  • (c) Payment obligations
  • (d) Gross negligence or willful misconduct

11. INDEMNIFICATION​

11.1 SkyMirror Indemnification​

SkyMirror shall indemnify Client against claims that Deliverables infringe third-party IP rights.

11.2 Client Indemnification​

Client shall indemnify SkyMirror against claims arising from:

  • (a) Client Materials
  • (b) Client's use of Deliverables
  • (c) Client's breach of this Agreement

11.3 Indemnification Procedure​

The indemnified Party shall:

  • (a) Promptly notify of claims
  • (b) Allow the indemnifying Party to control defense
  • (c) Provide reasonable cooperation

12. TERM AND TERMINATION​

12.1 Term​

This Agreement commences on the Effective Date and continues until terminated.

12.2 Termination for Convenience​

Either Party may terminate:

  • (a) This Agreement with 30 days' written notice
  • (b) A SOW with 30 days' notice (subject to payment for work completed)

12.3 Termination for Cause​

Either Party may terminate immediately if:

  • (a) The other Party materially breaches and fails to cure within 30 days
  • (b) The other Party becomes insolvent

12.4 Effect of Termination​

Upon termination:

  • (a) Client shall pay for all work completed
  • (b) SkyMirror shall deliver all completed work
  • (c) Each Party shall return Confidential Information
  • (d) Sections 7, 8, 9, 10, 11, and 13 survive

13. GENERAL PROVISIONS​

13.1 Governing Law​

This Agreement shall be governed by the laws of Hungary.

13.2 Dispute Resolution​

Disputes shall be resolved by:

  • (a) Good faith negotiation for 30 days
  • (b) Mediation
  • (c) Binding arbitration in Budapest

13.3 Independent Contractor​

SkyMirror is an independent contractor. Nothing creates an employment or agency relationship.

13.4 Non-Solicitation​

During the term and for 12 months after, neither Party shall solicit the other's employees who worked on a Project.

13.5 Assignment​

Neither Party may assign without consent, except to affiliates or in connection with a merger.

13.6 Force Majeure​

Neither Party is liable for delays due to events beyond reasonable control.

13.7 Entire Agreement​

This Agreement and all SOWs constitute the entire agreement.

13.8 Amendments​

Amendments must be in writing signed by both Parties.

13.9 Severability​

Invalid provisions shall be modified to be enforceable.

13.10 Notices​

Notices shall be in writing to addresses specified herein.

SIGNATURES​

SKYMIRROR KFT.

Signature: _________________________

Name: _________________________

Title: _________________________

Date: _________________________

[CLIENT NAME]

Signature: _________________________

Name: _________________________

Title: _________________________

Date: _________________________

STATEMENT OF WORK TEMPLATE​

SOW #[NUMBER]​

Project Name: [NAME]
Effective Date: [DATE]
Client: [NAME]

1. PROJECT OVERVIEW​

[Brief description of the project and its objectives]

2. SCOPE OF WORK​

2.1 In Scope​

  • [Deliverable 1]
  • [Deliverable 2]
  • [Deliverable 3]

2.2 Out of Scope​

  • [Item 1]
  • [Item 2]

2.3 Assumptions​

  • [Assumption 1]
  • [Assumption 2]

3. DELIVERABLES​

#DeliverableDescriptionAcceptance Criteria
1[Name][Description][Criteria]
2[Name][Description][Criteria]
3[Name][Description][Criteria]

4. TIMELINE​

MilestoneDeliverablesTarget Date
M1: KickoffProject plan[Date]
M2: DesignTechnical design, mockups[Date]
M3: DevelopmentCore functionality[Date]
M4: TestingQA complete[Date]
M5: LaunchProduction deployment[Date]

5. TEAM​

RoleNameAllocation
Project Manager[Name][%]
Tech Lead[Name][%]
Developer[Name][%]
QA Engineer[Name][%]

6. FEES​

Option A: Fixed Price​

MilestoneAmountDue
M1: Kickoff€[X]Upon signing
M2: Design€[X]Upon acceptance
M3: Development€[X]Upon acceptance
M4: Testing€[X]Upon acceptance
M5: Launch€[X]Upon acceptance
Total€[X]

Option B: Time & Materials​

RoleRateEstimated HoursEstimated Cost
Project Manager€100/hr[X]€[X]
Tech Lead€150/hr[X]€[X]
Developer€90/hr[X]€[X]
QA Engineer€80/hr[X]€[X]
Total Estimate€[X]

Budget cap: €[X] (requires Change Order to exceed)

7. CLIENT RESPONSIBILITIES​

  • Provide access to [systems/data]
  • Designate project stakeholders
  • Review deliverables within [X] business days
  • Provide content/assets by [dates]

8. ADDITIONAL TERMS​

[Any project-specific terms]

ACCEPTED AND AGREED:

SkyMirror Kft. | [Client Name]

Signature: _____________ | Signature: _____________

Name: _____________ | Name: _____________

Title: _____________ | Title: _____________

Date: _____________ | Date: _____________

Template Version: 1.0
Last Updated: December 2024
Legal Review Required Before Use

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