સોફ્ટવેર વિકાસ સમજૂતી

SOFTWARE DEVELOPMENT AGREEMENT This AGREEMENT is made on [effective_date] between [client_name], of [client_address] (the "Client"), and [developer_name], of [developer_address] (the "Developer"). 1. SCOPE OF WORK The Developer shall design, develop and deliver the following software (the "Software"): [scope_of_work] 2. MILESTONES AND DELIVERY [milestones] Any change to the agreed scope shall be documented in a written change request specifying revised timelines and fees, and shall take effect only when signed by both parties. 3. FEES 3.1 The total fee is Rs. [total_fee], payable against the milestones set out above or, if none are set out, on acceptance of the completed Software. 3.2 Fees are exclusive of Goods and Services Tax and are subject to deduction of tax at source under the applicable income-tax law. 4. ACCEPTANCE TESTING 4.1 On delivery of each milestone the Client shall have the testing window stated below (or fifteen days, if none is stated) to test the deliverable against the agreed specification. Testing window (days): [acceptance_days] 4.2 The Client shall notify the Developer in writing of any material non-conformity within that period, and the Developer shall remedy it at no additional cost. 4.3 A deliverable not rejected in writing within the testing window shall be deemed accepted. 5. INTELLECTUAL PROPERTY 5.1 On receipt of full payment, the Developer assigns to the Client absolutely all right, title and interest, including the entire copyright and all rights comprised in it, in the Software developed specifically for the Client under this Agreement. The assignment is worldwide and for the full term of copyright. Section 19(4) of the Copyright Act, 1957 shall not apply, and the assignment shall not lapse if the Client does not exercise any of the assigned rights within one year. 5.2 The Developer retains ownership of its pre-existing tools, libraries, frameworks and know-how, and grants the Client a perpetual, non-exclusive, royalty-free licence to use them to the extent embedded in the Software. 5.3 Where third-party or open-source components are incorporated, the Developer shall disclose them and the licence terms governing them. 6. WARRANTY The Developer warrants that for the warranty period stated below (or ninety days, if none is stated) after acceptance the Software will perform substantially in accordance with the agreed specification, and shall correct defects reported in that period at no charge. This warranty does not cover defects arising from Client modification, misuse, or third-party software. Warranty period (days): [warranty_days] 7. SOURCE CODE AND DOCUMENTATION The Developer shall deliver the source code, build instructions and technical documentation on final payment. 8. CONFIDENTIALITY Each party shall keep confidential the other's non-public information, and shall not use it except for this Agreement. This clause survives termination for three years. 9. LIMITATION OF LIABILITY The Developer's aggregate liability shall not exceed the total fees paid. Neither party is liable for indirect or consequential loss, save in cases of fraud, wilful misconduct or breach of confidentiality. 10. GOVERNING LAW Governed by the laws of India. Disputes shall be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. FOR THE CLIENT FOR THE DEVELOPER [client_name] [developer_name]