Free Product Development Agreement Template

PARTIES

This Product Development Agreement (hereinafter referred to as the "Agreement") is entered into by and between Acme LLC (hereinafter referred to as the "Contractor") and Client (hereinafter referred to as the "Client", collectively referred to as the "Parties"), both of whom agree to be bound by this Agreement.

TERMS

This Agreement shall be effective on [the date of signing this Agreement] (the "Effective Date") and will end on [END DATE OR "under the work is completed"].

Upon the end of the term of the Agreement, this Agreement will not be automatically renewed for a new term.

PRODUCT DESCRIPTION

For the purpose of this Agreement, the "Product" will be considered the [PRODUCT DESCRIPTION], its derivatives or any elements contained within the Product itself.

The Client will be able to add more products within the scope of this Agreements with written confirmation of the Contractor.

SERVICES

The Parties agree that the Contractor shall perform the following services (hereinafter referred to as the "Project"):

   [SCOPE OF WORK]

• Identify and align the Client's Product to market needs and customer problems meet business objectives.
• Compare existing products in the market with regards of the Client's Product to optimize product differentiation.
• Implement mechanisms and standardize processes that help improving the Product.
• Apply a high level perspective to product design and development for the Client to understand product goals and create an overall vision for product development.
  

PRICE AND PAYMENT

The Client agrees to compensate the Contractor an amount of [HOURLY RATE] per hour and the Contractor agrees to invoice the Client for the total amount of hours worked at the end of each [WEEK/MONTH].

The Contractor reserves the right to increase or decrease the amount billed with written confirmation by both Parties in the event of changes to the original Product or Project scope. The Parties agree that in the event that the invoices are not paid within thirty days of receiving them, the Contractor will be entitled to charge a late fee of [LATE FEE]%.

RESPONSIBILITIES OF THE CLIENT

1. Provide a clear and specific request regarding the details of the Project.
2. To pay the corresponding invoices in the proper time.
3. _____________________________________________________
4. _____________________________________________________
   

RESPONSIBILITIES OF THE CONTRACTOR

1. To progress the Project from start to finish striving to achieve the Client's goals with the Product.
2. To clearly communicate expectations regarding the success or failure of the Project.
3. Implement ongoing evaluations and recommendations of the Client's Product based on product research.
4. Identify business opportunities, collecting and evaluating customer reviews to develop the Product within its market.
5. _____________________________________________________
6. _____________________________________________________
   

INDEMNITY AND LIMITATION OF LIABILITY

The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective successors and assigns that occurs in connection with this Agreement.

This section will remain in full force and intact, even upon the termination of the Agreement or the early termination by either of the Parties.

GOVERNING LAW

• This Agreement shall be governed by and construed in accordance with the laws of the United States of America.
• The Contractor is an independent contractor. Neither Party is an agent, representative, partner, or employee of the other Party.
• The Parties understand this Contract is not an exclusive arrangement.
• The Parties agree that they are free to enter into other similar agreements with other parties.
• The Contractor agrees that they will not enter into any agreements that conflict with their obligations under this Contract.
  

INTELLECTUAL PROPERTY OWNERSHIP

The Contractor hereby assigns to the Client all rights, including, without limitation, copyrights, patents, trade secret rights, and any other intellectual property rights associated with any ideas, concepts, techniques, inventions, or works of authorship (the "work product"), developed or created by the Contractor, solely or jointly with others, during the course of the Project for or on behalf of the Client or any affiliate of the Client, or the predecessors of any such entities.

Without limiting the foregoing, to the extent possible, all software, compilations and other original works of authorship included in the Project will be considered sole property and owned by the Client. If, notwithstanding the foregoing, the Contractor for any reason retains any right, title or interest in or relating to the Project, the Contractor agrees to assign, in writing and without any requirement of further consideration, all such right, title, and interest to the Client.

The Client gives the Contractor permission to use the work product as part of portfolios, websites, in galleries, and in other media, so long as it is to showcase the work product and not for any other purpose.

TERMINATION

This Agreement is ongoing until it expires or the work is completed. Either party may end this Agreement for any reason by sending a written notice to the other party. The Contractor must immediately stop working as soon as it receives this notice, unless the notice says otherwise.

If either party terminates this Agreement before the work is completed, the Client must pay the Contractor for the work that has been already completed and will reimburse the Contractor for any agreed-upon, non-cancellable expenses.

ALTERNATIVE DISPUTE RESOLUTION

Any dispute or difference whatsoever arising out of or in connection with this Agreement shall be submitted to arbitration, mediation and negotiation in accordance with, and subject to the laws of the United States of America.

AMENDMENTS

The Parties agree that any amendments made to this Agreement must be in writing, where they must be signed by both Parties to this Agreement. Accordingly, any amendments made by the Parties will be applied to this Agreement.

ASSIGNMENT

The Parties agree not to assign any of the responsibilities in this Agreement to a third party, unless consented to by both Parties in writing.

ENTIRE AGREEMENT

This Agreement contains the entire agreement and understanding among the Parties to it with respect to its subject matter, and supersedes all prior agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to its subject matter. The express terms of the Agreement control and supersede any course of performance and/or usage of the trade inconsistent with any of its terms.

This Agreement is legal and binding between the Parties as stated above. The Parties each represent that they have the authority to enter into this Agreement.

SEVERABILITY

If any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, then the remaining provisions will remain in force in accordance with the Parties' intention.

SIGNATURE AND DATE

The Parties hereby agree to the terms and conditions set forth in this Agreement and such is demonstrated by their signatures below:

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