THIS AGREEMENT is made on this _____ day of ___________ 2022 BETWEEN __________________ of address _____________________ (herein after referred to as the “Developer”) on one part and __________________ of address _________________ (herein after referred to as the “Customer”) on the other part. Together referred to as “parties.”

WHEREAS, the Developer has experience and expertise in Software development;

AND WHEREAS, the Customer agrees to have the Developer develop Softwares for it;

NOW, THEREFORE, the parties have agreed to be legally bound by the terms and obligations as follows:

  1. Effective date.

The parties herein agree that the effective date shall be on the signed date by the parties herein below indicated. 

  1. Term.

The parties agree that the terms and obligations shall apply to the parties in perpetuity. Unless something otherwise occurs to terminate the clause or make the obligations and duties herein impossible to meet, the effects and corresponding rights shall continue indefinitely.

  1. Services.

The Developer herein agrees to provide the following services; –

  1. ……………………………….
  2. ……………………………….
  3. ……………………………….
  4. Compensation.

The parties herein agree that the Customer will pay monthly to the Developer’s invoice amount of $____ for 18 months, after which the Customer will pay the Developer monthly to the Developer’s invoice of $ ______.

  1. Location.

The Company’s current place of business is at ____________________________________________ which is subject to change. 

  1. Warranties.

The Customer herein warrants that all the necessary information provided to the Developers is legally owned and licensed to them.

The Developer herein warrants that the software developed for the Customer is free of any infringement or rights belonging to any third parties.

  1. Indemnity.

The Customer agrees to indemnify and hold the Developer harmless from any and all claims brought by any third party relating to any aspect of the software’s development, including, but not limited to, demands, liabilities, losses, costs, and claims including attorney’s fees arising out of injury caused by the Customer’s products/services, material supplied by the Customer and copyright infringement.

  1. Relationship.

The relationship between the parties herein shall be that of an Independent Contractor, and no other relationship shall be construed to 

  1. Force Majeure.

A party shall not be considered in default or breach of the terms of this Agreement if the omission or commission has been caused by Acts of God, war, fire, earthquake, or any other cause beyond such party’s reasonable control.

  1. Governing Law.

This Agreement’s provisions shall be interpreted and governed by the laws of Ontario, Canada.

  1. Dispute Resolution.

Any dispute, controversy, or claim arising out of or relating to this Agreement or the interpretation, breach, or validity thereof shall primarily be resolved through negotiation.

If resolution cannot be obtained, the dispute shall be taken to arbitration, which shall be in accordance with the rules in Ontario, Canada. 

  1. Intellectual Property.

The parties herein agree that the Customer shall retain all of its intellectual property rights in any text, images, or other components it provides to the Developer for use in the Software Development. The Developers retain exclusive rights to all material provided in the Customer’s Software development. The Customer does not have and will not obtain any right to reuse, copy, resell or otherwise transfer any Material to another party.

  1. Confidentiality.

The Developer acknowledges that during the performance of the services under this Agreement, it will be necessary for the Customer to disclose certain confidential information to the Developer, who agrees not to disclose or share any confidential information to any third parties without written consent from the Customer and vice versa.

The confidentiality provisions contained within this Agreement shall remain in full force and effect after the Developer terminates services.

  1. Waiver.

Suppose either party fails to enforce any provision contained within this Agreement. In that case, it shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

  1. Severability.

Should any provision contained within this Agreement be deemed invalid or unenforceable, in part or whole, such invalidity or unenforceability will attach only to the particular condition or part of this Agreement. In contrast, the remaining aspects of said provision and all other provisions of this Agreement shall remain in full force and effect.

  1. Variation/Modification.

The provisions and terms may be modified only by writing signed by both parties.

  1. Assignment.

The services to be provided and the payments herein shall not be assigned to any third parties. 

  1. Entire Agreement.

This Agreement constitutes the entire Agreement between the parties hereof and supersedes all prior agreements, understandings, or negotiations, whether oral or written. 

  1. Binding Effect.

This Agreement shall be binding upon and to the benefit of the Customer and the Developers and their respective successors and assigns. The Developers may not assign any of their obligations under this Agreement without the Customer’s prior written consent.

IN WITNESS WHEREOF, the Developer has hereunto set their hand, and the Customer has caused this instrument to be executed in its name and on its behalf; –

__________________________  _____________________

(The Developer’s Signature)     (Date)


(The Developer’s Name)

__________________________  ____________________

(The Customer’s Signature)     (Date)


(The Customer’s Name)

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