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What makes a good software development contract template?

As a freelance software developer, you may need a team to help you with a client’s project. Some projects need not more than one person. Others require the input of a huge team. That said, you cannot appoint a team to help you with the project if the client has not provided a budget for them. Discuss these issues with the client and have them all down on the software development agreement template. It is worth mentioning that it is easier to ask the client for a budget. The challenge lies in managing your team although the agreement can help.

By the time you’re drafting a software development contract template PDF, a lot has already taken place. Email communications, meetings, phone calls, and video calls could just be a few of the channels you’ve used to discuss the upcoming project. At this point, you’re basically crossing your fingers that everything runs smoothly until a valid software development agreement is sealed. It comes with a lot of excitement, especially if it’s your first big project. You can’t wait to sign the deal, for sure. And if you're the kind of person who does not want to be bothered with such administrative tasks, or with calculating your software developer tax deductions, we encourage you to read on.

This is, however, the point where you must be very composed. If this is going to be the first software development contract template PDF or software development agreement template you’re developing, you might be unsure of the next step.

Software Development Contract Template
Image Credits: sampletemplates.com

Fortunately, you can download a free or paid software development contract template PDF and modify it to suit your needs. Some of these templates can be too complex for an average person, more so for a freelancer who’s not interested in diving so much into paperwork. Therefore, when selecting a software development agreement template, weigh it against two requirements - simplicity and detail.

The software development agreement contract ensures that you and your client are on the same page about the project. The contract agreement gives details on all the services you are offering, the milestones, timelines of the projects, and payments. As a freelancer, the agreement gives you legal protection that you need against any risk while working with your client.

Below are a few of the things you shouldn’t miss in your final draft.

1. The software development contract specifications

Because it’s a bit too much inserting all the development schedule, payment terms, and details of the software development process, a good software development contract template PDF should have a clause that highlights the tasks to be performed and point the client to an attached document that contains comprehensive information about the entire project. The rule of thumb is to specify that any requests for alterations to the project specifications be done in writing for accountability purposes.

A good software development contract template will pen down the plan of the project from the onset to milestones and the completion. The smooth running of the project can only be guaranteed when everything has been put down in a plan from the beginning in a visually appealing manner. A good software development template will have details of the following in its plan:

  • Initiation
  • Planning
  • Analysis
  • Design
  • Actual development
  • Testing procedures
  • Implementation of the software
  • Maintenance and surveillance
  • Disposition

What to include in your software development contract?

2. Include milestones, reporting, and testing in the software development contract

Watch out for the inclusion of the development milestones clause in your selected software development contract template PDF. Because software can be delivered in stages, all the milestones and their deliverables must be properly documented, including their respective deadlines, as well as testing. Milestones provide a systematic approach to work. They help the developer to focus on one thing at a time. They also regulate the flow of questions from the client, so that all attention is given to the current milestone.

If there are any payments related to these milestones, these too should be written in the software development contract template PDF.

  • Are there reports required?
  • How often are they to be provided?

The software development agreement template must answer any such questions where necessary.

The entire team needs to be aware of the milestones deadlines and how important each is to the achievement of the overall goal of the project. Follow these three main steps of creating successful milestones in your software development agreement:

2.1. Identification of the right milestones

The tempo you set in your software development agreement template will drive how the whole project will run. Having the right milestones will give your client a broad picture of how smooth the operation will run or not. You don’t want to have ambiguous milestones that seem to have no clear goal. The milestones should be timed properly to give an overview of how long the entire project will run.

2.2. Communicate details of milestones with the team

Everyone in your team should have a clear picture of how you want things to run and the expected timelines. In line with this, everyone in the team should know their role in each milestone. You can choose to discuss with your team the milestones before writing them down in the software development agreement contract.

2.3. Managing the milestones

By keeping track of the set milestones, you can tell the progress of the project. The milestones in the software development agreement provide you with a success blueprint. The software development contract may be available with milestones that you can edit to suit the kind of software or app you are developing.

3. Cover confidentiality and copyrights in the software development contract

Even though most software development contract template PDF variations posted online don’t have a Non-Disclosure Agreement, you should attach one and reference it accordingly. Not only is this clause and software development agreement important to you as a freelancer, but also to your potential client. In such software development agreement templates, it’s actually the client who’s likely to share a lot of information with you as part of the software development process. Because the confidentiality and copyrights matters live beyond the life of the project, every important detail must be addressed therein.

It is therefore important, as a freelancer, to assure your client in the software development contract template, that all the information they provide you with will remain confidential.

The client will need to have confidence that their information is safe with you. He/she may require that you legally bind yourself not to disclose their business to any third party. Except when requested by the client to do so, you will have to keep their information confidential.

Software Development Agreement Template
Image Credits: slideshare.net

4. Include warranty, support, and maintenance details in the software development contract

If the software development contract template PDF you choose doesn’t have a clause that deals with a warranty, support, and maintenance, ensure that your draft includes it. As soon as the whole project is completed, accepted and approved by the client, every other work should be handled independently of the current software development agreement. If it’s something to be done under warranty, spell it out in the current software development agreement template. Make sure that the warranty isn’t open-ended.

The warranty works to your advantage at this stage as it gives confidence to the client on what you are offering them. The warranty will serve as a signal of quality and insurance against the performance of the software. Make sure that what you put down as a promise, is achievable and can manage to do when needed. You want to make it clear in the template if there are any terms to maintain qualification for warranty services.

5. Mention final approval and submission in the software development agreement

As a freelancer, as soon as you’re through with the development of the software, what usually comes to mind is closing the chapter and moving on to the next project. Ideally, that’s how it’s supposed to happen. However, in some cases, you may have to offer training to the client’s staff. If this is already contained in the software development contract template PDF you’re using as your guide, just edit it so that it speaks directly to your current project. Also indicate the scope of the testing, the duration of the training, and the modifications you can handle for the client without extra charges and the ones that would call for separate payment.

As a freelancer looking to convert your prospective client, it is a good idea to mention in detail in the software development agreement some of the software maintenance services you will be offering. If you can, mention that in addition to corrective services, you will provide functionality enhancements to the software. Include the necessary fees that you would charge for such services or let them know if it would be free.

Software Development Contract Template Sample
Image Credits: sampletemplates.com

6. Mention the team needed in the software development contract

How technical is the software development project you are handling? The more technical it is, the higher the likelihood that you need a team around you to take it all the way to completion. However, you would require a diverse set of skills to manage such a team. Each member of the team comes with a unique set of skills and temperament. In some cases, you may end up with a multicultural team, which is quite challenging to manage. Nevertheless, get the team members to go through the software development agreement to see what you expect of them.

Once your team is on board, with what you expect of them, have a meeting to discuss their view on what they think of your client’s project. Statistics show that the main reason projects fail, can be attributed to a lack of confidence by the team on the success of the project. You would not want to work with a team that feels the project is bound to fail from the start. Before embarking on the project, emphasize the importance of teamwork and the need for building a team spirit.

When coming up with your freelance team, ensure you don’t settle for second best. Depending on the technicality of what you are working on, you may need to outsource. In summary, for effective development, make sure you get the right people, provide the right resources, celebrate little victories, provide ideal space, make everyone’s role clear, and have fun working on the project.

7. Defines what to do about resource management in the software development contract

It is also worth stating that the software development agreement should mention 1-2 things about resource management. In software development, you will mostly find yourself dealing with an agile or waterfall project. The short sprints and multiple delays that define agile projects may affect the milestones. Waterfall projects are full of surprises that tend to consume additional time too. Because of these, the software development agreement must specify each member’s role within the freelance team. Otherwise, moving from one project to the next would cause confusion.

In your software development agreement, be sure to specify how resources are allocated for the activities and milestones in the project. Failure to have a clear picture, may lead to under-funding from the client or an overestimate that may cause the client to develop cold feet. Failing to do this may force your team to work overtime to cover the shortages.

8. Mention how to tackle quick turnover in the software development contract

Anyone who has been in software development for long will have noticed the high turnover in this industry. There is nothing much you can do to prevent this problem. The high turnover is just the nature of the beast. Nevertheless, you can do something about it where your software development team is concerned. Typically, the members of your team would remain in place for two years. For this reason, the software development agreement should indicate how long the project will last. This way, you get enough time to plan for any likely departure.

However, if the project you are working on will require that your team stick around a little longer, here are a few things you can do to minimize the turnover rate:

  1. Get the right people with the right skills for your team.
  2. Provide competitive pay to the team.
  3. Ensure that your team gets the opportunity to learn, build their portfolio and career as they work.
  4. Provide flexible working hours for the freelance development team.
  5. Provide a pay rise and incentives whenever possible.

In your software development agreement contract, you can have details of these job incentives to your workforce. Working with a motivated team ensures that the work gets done well and promptly.

9. Identify your technical background in the software development contract

Normally, the head of the software development team requires a technical background to appreciate the nuances of the industry. However, many have still excelled despite their non-technical background. Nevertheless, you need such background to manage your team better. Without such background, what would you do about the feedback or complaints from your team members? Alternatively, identify those within the team with the requisite technical background and let them help you to lead the rest to victory.

As a freelance manager leading a software development team, you need to acknowledge the need to compensate for technical achievements. The mistake many do is to compensate for managerial duties more than the technical team that makes things happen. In software development agreement, make room for great compensation for technical achievements and abilities.

Software Development Contract Template Example
Image Credits: megadox.com

10. Avoid ambiguous requirements in the software development contract

In this industry, you will come across many clients who expect you to work with ambiguous requirements or instructions. Unless you possess extra-psychic skills, you would be better off turning such clients away if they fail to offer you more information. Otherwise, you would only succeed in leading a team that is not only highly frustrated but also feeling bored at your leadership skills, or lack thereof! Without specific and clear instructions, your software development team would not create practical applications from vague business requirements.

Before embarking on any software development task, you want to ensure that as the freelance developer, you understand your client's need. As you talk to the client, let them know the importance of effective communication - because the success of the project will be determined by how well you communicate with the client. The goals and the objectives and how to go about them should be clear from the word go.

Therefore, take great care of the software development agreement. Without it, you would have a torrid time trying to manage a team of highly intelligent and motivated individuals. The agreement is your most potent tool for managing such a team. It provides all the mechanisms for solving disputes within the group. Moreover, it also provides the solutions needed for getting all the members of the team to focus on one goal. Lastly, the agreement ensures that the entire team delivers what the client ordered accurately, effectively and on time!

Your freelancing life should be smooth and things should work seamlessly. This is only possible if you do your job well and draft your software development contract template PDFs right.

11. Resolution of disputes and termination of the software development contract

There is no way to guarantee 100% that you and your development team will be able to meet the deadlines as stipulated in the software development agreement, bearing in mind the complex nature of software development. In the case where you are not able to beat deadlines or not able to deliver on your promise, you need mediation strategies indicated clearly in the software development contract.

The mediation strategies should work for both disputes arising from your team or the client. In case the client fails to deliver on their end, the software development contract should provide means to solve the disputes before they get out of control.

How to create a software developer contract template?

The software developer contract can make a software engineer more attractive to clients. In this industry, the secret to success is to use whatever you have to get ahead of the competition. The contract increases your chances of earning the trust of all prospective clients. Why? They consider the contract a mark of professionalism. Through the contract, you get a chance to have everything written down. This way, the parties involved in the project reduce the chances of disappointing each other. In fact, the contract cements client-developer relationships.

Software Development Contract Template PDF
Image Credits: metierlink.com

Why does the software developer contract make you a more attractive freelancer to hire?

12.1. Software developer contracts prove your flexibility in terms of your availability and expertise

Software developers are a highly flexible group of freelancers. Not only that, but they are also readily available and experts in their chosen careers. Hiring one of you presents huge advantages to clients. What is more, clients who hire software developers are then able to increase or reduce the staff depending on the availability of budget and other considerations. The contract allows you to test the freelance client and prove if he is worth working with.

12.2. Software developer contracts prove your affordability

A software developer contract is perfect for informing clients of the rates that you charge for your services. This way, you give prospective clients all the information they need to decide if they have the budget required to pay for your services. Clients may be wondering if freelance developers are truly cheap. The truth is they cost more per hour. However, you save the client by preventing them from paying benefits. What is more, hiring freelance software developers also helps businesses to avoid the following:

  • Making Medicare contributions
  • Making Social Security contributions
  • Paying unemployment insurance
  • Paying Worker’s Compensation

12.3. Software developer contract templates give you access to the best of the best

Whether you're building a web development project, a mobile app, or something more complex involving Abstract APIs, it's best to have a contract. It is true that some of the most gifted software developers already work for the best companies around the world. Equally true is the fact that many other highly talented developers work as freelancers. In fact, many are opting to go into freelancing. Many developers prefer freelancing because it makes them more productive, boosts personal growth, accelerates career development, and makes them more creative among other benefits. Freelance developers have the experience, certifications, and set of skills needed to perform optimally.

12.4. Software developer contracts save clients from unnecessary drama

Many of your clients want to see the newly developed software without all the drama that would normally ensue. For example, such clients are likely to suffer plenty of headaches from employing full-time developers. Such developers would demand for rights such as vacation, sick-offs, and overtime pay to mention a few. A freelance software developer, on the other hand, does not come with all these demands. Consequently, clients rest safe in the knowledge that the project will proceed with as few hindrances and barriers as possible.

Software Development Contract Template Sample PDF
Image Credits: biztreeapps.com

12.5. A software developer contract is easy to cancel

Also, it is worth pointing out that the software developer contract is easy to cancel. Yes, either party can cancel it according to the measures laid down in the contract. You can cancel the contract as long as you provide the other party with sufficient notice. This is great news to your software development clients who would otherwise have been forced to go through a tedious process to fire any employee. For this reason, you are likely to be more attractive to clients than regular full-time employees. Stand tall because of the benefits the contract gives you.

Therefore, do not work on any project unless you have a signed software developer contract.


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The simplest way to create a legally sound contract. Check out an example below

Software Development Contract Template

This Contract is between Sample Client (the "Client") and John Doe (the "Developer").

The Contract is dated [the date both parties sign].

1. WORK AND PAYMENT.

1.1 Project. The Client is hiring the Developer to do the following: The Developer will help the client create a new software product.

1.2 Schedule. The Developer will begin work on April 09, 2020 and the work is ongoing. This Contract can be ended by either Client or Developer at any time, pursuant to the terms of Section 6, Term and Termination.

1.3 Payment. The Client will pay the Developer a rate of $111.00 (USD) per hour. Of this, the Client will pay the Developer $2,000.00 (USD) before work begins.

1.4 Expenses. The Client will reimburse the Developer's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Developer will invoice the Client weekly. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 2.0% per month on the outstanding amount.

1.6 Support. The Developer will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.

2. OWNERSHIP AND LICENSES.

2.1 Client Owns All Work Product. As part of this job, the Developer is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Developer works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Developer hereby gives the Client this work product once the Client pays for it in full. This means the Developer is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.

2.2 Developer’s Use Of Work Product. Once the Developer gives the work product to the Client, the Developer does not have any rights to it, except those that the Client explicitly gives the Developer here. The Client gives the Developer permission to use the work product as part of the Developer's portfolio and websites, in galleries, and in other media, so long as it is to showcase the Developer's work and not for any other purpose. The Developer is not allowed to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.

2.3 Developer’s Help Securing Ownership. In the future, the Client may need the Developer’s help to show that the Client owns the work product or to complete the transfer. The Developer agrees to help with that. For example, the Developer may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Developer, the Developer agrees that the Client can act on the Developer’s behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Developer after spending reasonable effort trying to do so, the Developer hereby irrevocably designates and appoints the Client as the Developer’s agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Developer and on the Developer’s behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).

2.4 Developer’s IP That Is Not Work Product. During the course of this project, the Developer might use intellectual property that the Developer owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Developer is not giving the Client this background IP. But, as part of the Contract, the Developer is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Developer cannot take back this grant, and this grant does not end when the Contract is over.

2.5 Developer’s Right To Use Client IP. The Developer may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Developer to build a website, the Developer may have to use the Client’s logo. The Client agrees to let the Developer use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Developer’s job. Beyond that, the Client is not giving the Developer any intellectual property rights, unless specifically stated otherwise in this Contract.

3. COMPETITIVE ENGAGEMENTS. The Developer won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Developer asks for permission beforehand and the Client agrees to it in writing. If the Developer uses employees or subcontractors, the Developer must make sure they follow the obligations in this paragraph, as well.

4. NON-SOLICITATION. Until this Contract ends, the Developer won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Developer puts out a general ad and someone who happened to work for the Client responds. In that case, the Developer may hire that candidate. The Developer promises that it won’t do anything in this paragraph on behalf of itself or a third party.

5. REPRESENTATIONS.

5.1 Overview. This section contains important promises between the parties.

5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

5.3 Developer Has Right To Give Client Work Product. The Developer promises that it owns the work product, that the Developer is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Developer uses employees or subcontractors, the Developer also promises that these employees and subcontractors have signed contracts with the Developer giving the Developer any rights that the employees or subcontractors have related to the Developer’s background IP and work product.

5.4 Developer Will Comply With Laws. The Developer promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

5.5 Work Product Does Not Infringe. The Developer promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Developer has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Developer has entered into or will enter into with someone else.

5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Developer if the Developer has questions regarding this project, and to provide timely feedback and decisions.

5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Developer with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.

6. TERM AND TERMINATION. This Contract is ongoing, until ended by the Client or the Developer. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Developer must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Developer for the work done up until when the Contract ends and will reimburse the Developer for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).

7. INDEPENDENT CONTRACTOR. The Client is hiring the Developer as an independent contractor. The following statements accurately reflect their relationship:

- The Developer will use its own equipment, tools, and material to do the work.- The Client will not control how the job is performed on a day-to-day basis. Rather, the Developer is responsible for determining when, where, and how it will carry out the work.- The Client will not provide the Developer with any training.- The Client and the Developer do not have a partnership or employer-employee relationship.- The Developer cannot enter into contracts, make promises, or act on behalf of the Client.- The Developer is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).- The Developer is responsible for its own taxes.- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Developer or any of the Developer’s employees or subcontractors.

8. CONFIDENTIAL INFORMATION.

8.1 Overview. This Contract imposes special restrictions on how the Client and the Developer must handle confidential information. These obligations are explained in this section.

8.2 The Client’s Confidential Information. While working for the Client, the Developer may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Developer promises to treat this information as if it is the Developer’s own confidential information. The Developer may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Developer use a customer list to send out a newsletter, the Developer cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Developer written permission to use the information for another purpose, the Developer may use the information for that purpose, as well. When this Contract ends, the Developer must give back or destroy all confidential information, and confirm that it has done so. The Developer promises that it will not share confidential information with a third party, unless the Client gives the Developer written permission first. The Developer must continue to follow these obligations, even after the Contract ends. The Developer’s responsibilities only stop if the Developer can show any of the following: (i) that the information was already public when the Developer came across it; (ii) the information became public after the Developer came across it, but not because of anything the Developer did or didn’t do; (iii) the Developer already knew the information when the Developer came across it and the Developer didn’t have any obligation to keep it secret; (iv) a third party provided the Developer with the information without requiring that the Developer keep it a secret; or (v) the Developer created the information on its own, without using anything belonging to the Client.

8.3 Third-Party Confidential Information. It’s possible the Client and the Developer each have access to confidential information that belongs to third parties. The Client and the Developer each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Developer is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

9. LIMITATION OF LIABILITY. Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.

10. INDEMNITY.

10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Developer or both. For example, if the Client gets sued for something that the Developer did, then the Developer may promise to come to the Client’s defense or to reimburse the Client for any losses.

10.2 Client Indemnity. In this Contract, the Developer agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Developer has done under this Contract; (ii) a breach by the Developer of its obligations under this Contract; or (iii) a breach by the Developer of the promises it is making in Section 5 (Representations).

10.3 Developer Indemnity. In this Contract, the Client agrees to indemnify the Developer (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.

11. GENERAL.

11.1 Assignment. This Contract applies only to the Client and the Developer. The Developer cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Developer’s permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.

11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

11.3 Modification; Waiver. To change anything in this Contract, the Client and the Developer must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

11.4 Notices.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

11.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

11.6 Signatures. The Client and the Developer must sign this document using Bonsai’s e-signing system. These electronic signatures count as originals for all purposes.

11.7 Governing Law. The laws of the state of California govern the rights and obligations of the Client and the Developer under this Contract, without regard to conflict of law principles of that state.

11.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.

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