Software Development Agreement

Software Development Agreement

〔Customerの名称〕 (the Customer) and 〔Developerの名称〕 (the Developer) agree as of 〔契約締結日〕 as follows.

Article 1. Specifications and Delivery

1.1 Developer shall build 〔開発するソフトウェアの内容〕 to the versioned specification identified in the Schedule.

1.2 At each milestone in the milestone plan, Developer shall deliver its identified source code, build instructions, dependency and license list, documentation, and test results.

1.3 Customer shall provide the environments, test data, access, and decisions identified in the customer-input plan by their stated dates.

1.4 A party affected by the other's delay shall promptly describe the effect in writing; dates and fees change only under Article 4.

1.5 The Schedule and identified specification supply technical and commercial facts; this Agreement controls legal terms unless a signed amendment expressly identifies the clause it changes.

Article 2. Changes and Acceptance

2.1 A change request shall describe the proposed scope, fee, milestone-date, acceptance-test, security, and IP effects. Developer need not begin a change until both parties approve a written change record under Article 4.

2.2 For each delivery, Customer shall run the acceptance tests identified for that milestone and, within 〔検収回答期間の日数〕 calendar days of receiving a testable delivery, either accept it in writing or identify reproducible material failures against those tests in writing.

2.3 Developer shall correct such failures without additional charge within 30 calendar days after the failure notice and resubmit; the same test and response period applies to each resubmission.

2.4 If Customer gives neither response, Developer may send a written reminder identifying the delivery and tests; it is accepted five calendar days after confirmed delivery of that reminder unless Customer gives a qualifying failure notice.

2.5 If the resubmission still materially fails the agreed tests or the correction deadline is missed, Customer may terminate the affected milestone by written notice and receive a refund within 30 calendar days for prepaid fees allocated to that rejected milestone; this does not exclude other available remedies.

2.6 Minor defects that do not prevent agreed use shall be recorded at acceptance and corrected within 30 calendar days at no additional charge.

2.7 Acceptance does not waive timely warranty claims under Article 3.

Article 3. Code Rights, Dependencies and Support

3.1 Developer shall deliver the source code and other identified deliverables for each milestone.

3.2 Customer retains its pre-existing materials.

3.3 Developer retains only the pre-existing or independently developed tools specifically identified in the background-tools list; third-party and open-source rights remain with their owners.

3.4 Upon payment of the fee allocated to a milestone, the following applies to Developer-created deliverables for that milestone according to the IP model entered in the Schedule: if 'assignment', Developer assigns to Customer all transferable intellectual property rights in them; if 'license', Developer grants Customer a perpetual, worldwide, non-exclusive, irrevocable, fully paid license to use, copy, modify, distribute, and sublicense them as part of Customer's products and services, transferable with those products, services, or the relevant business. Pending payment, Customer may use a delivered item solely to test it.

3.5 Under either model, Developer grants Customer a perpetual, worldwide, non-exclusive, fully paid license, transferable and sublicensable with the paid deliverables, to use, copy, and modify the listed Developer background tools solely as incorporated in or needed to build, operate, maintain, and exploit those deliverables; it conveys no ownership of third-party components.

3.6 Developer shall obtain the rights needed from its personnel and approved subcontractors and provide reasonably requested evidence of the agreed transfer or license; any waiver of moral rights applies only where legally permitted.

3.7 Before incorporation, Developer shall identify each open-source or third-party component, its license, and material use or distribution restrictions, and shall obtain Customer's written approval for any component whose terms would require disclosure or licensing of Customer-owned code or materially restrict the agreed use.

3.8 Developer warrants for 60 calendar days after acceptance that each deliverable materially conforms to its identified specification and shall promptly correct notified nonconformities without charge.

3.9 Ongoing maintenance and hosting are not included.

3.10 Rights in paid deliverables and the related background-tool license survive expiration or termination.

Article 4. Change Control and Notices

4.1 A change to scope, price, schedule, tests, permitted use, the IP model, or a material security requirement is effective only when both parties' authorized representatives approve a dated written record identifying the affected milestone and amended terms.

4.2 Notices under this Agreement must be sent to the notice addresses in the Schedule by courier with delivery receipt or email with affirmative delivery confirmation; a sender shall use the other listed method if delivery fails. A notice takes effect on evidenced delivery.

Article 5. Confidentiality and Compliance

5.1 Each party shall use the other party's nonpublic information only to perform this Agreement, restrict access to personnel and approved subcontractors bound by equivalent duties and with a need to know, and apply reasonable safeguards. This duty excludes information the recipient can document was public without breach, already lawfully known, independently developed, or lawfully received without restriction.

5.2 Mandatory legal disclosures are permitted after advance notice when lawful and limited to what is required.

5.3 A party discovering unauthorized access to the other's confidential information shall notify the other without undue delay and in any event within 48 hours after discovery, provide available facts, take reasonable containment steps, and cooperate in investigation and required notices.

5.4 The project uses synthetic or otherwise non-production test data; Developer shall not process Customer's production personal data or sensitive data under this Agreement. Such processing requires a separately executed data-processing and security agreement before access.

5.5 Ordinary business-contact details used to administer this Agreement are not project test data.

5.6 Each party shall comply with laws applicable to its own performance.

5.7 Confidentiality duties survive for three years after termination, and for trade secrets while they remain protected as such under applicable law.

Article 6. Term, Termination and Consequences

6.1 This Agreement starts on 〔契約締結日〕 and continues until all milestones are accepted and paid, unless terminated earlier; there is no automatic renewal.

6.2 Either party may terminate for a material breach remaining uncured 15 calendar days after evidenced delivery of a notice describing it.

6.3 Customer may terminate for convenience on 15 calendar days' written notice.

6.4 On termination, Developer shall stop work, identify and deliver conforming work performed through the termination date with its available source and documentation, and invoice the milestone fees for accepted items plus the reasonable proportion of the agreed fee attributable to other conforming work actually delivered, and Customer-approved, documented, unavoidable non-cancellable third-party commitments; the total must not exceed the agreed total fee as adjusted by approved changes.

6.5 Customer shall pay an undisputed termination invoice within 30 calendar days of receipt, or the earlier mandatory payment deadline; Developer shall refund payments exceeding the amount due within the same period.

6.6 Article 3's selected IP model applies to conforming work delivered on termination when its invoiced amount is paid, and the related background-tool license then applies. Testing-only licenses and access to unpaid work end on termination.

6.7 Within 15 calendar days after termination, each party shall return the other's confidential materials if instructed before the deadline or otherwise securely delete them, except legally required retained copies and materials needed to exercise surviving rights; retained information remains protected under Article 5.

6.8 Accrued payments, Articles 3 (rights in paid work and any unexpired warranty), 5 (for its stated period), 7, and this Article's settlement and return duties survive.

Article 7. Liability and Disputes

7.1 A party is liable for direct losses caused by its breach. Except for fraud, willful misconduct, gross negligence, death or personal injury, breach of Article 5, Developer's obligations under the following third-party IP claim provision, payment of agreed fees, and liability that cannot lawfully be limited, each party's aggregate liability under this Agreement shall not exceed the total agreed fee, including approved changes.

7.2 Developer shall defend a third-party claim that Developer-created deliverables infringe that party's intellectual property rights and pay resulting final damages or a settlement it approves, provided Customer promptly notifies Developer, allows it to control the defense, and reasonably cooperates; this obligation excludes a claim caused by Customer-provided materials or an unauthorized Customer modification or combination. Developer may not settle on terms admitting Customer's liability or imposing non-monetary obligations on Customer without its written consent.

7.3 The parties shall first escalate disputes to their designated business leads for 15 calendar days after written notice.

7.4 This Agreement is governed by the law of 〔準拠法〕, and the courts identified as 〔専属管轄裁判所〕 have exclusive jurisdiction, subject to mandatory law.

【Schedule of Commercial Terms】

Complete each applicable item before signature. Attach each referenced specification, plan, or list with its identifier, version, and date; an unsigned later version does not amend this Agreement. The milestone plan must state each deliverable and due date, its fee in the stated currency, and the sum of all milestone fees. The acceptance-test plan must state observable pass/fail criteria for each milestone. These documents provide project facts, not replacement legal terms.

Versioned specification and attachment：〔仕様書の識別情報〕

Milestone deliverables, due dates, allocated fees, and attachment：〔マイルストーン計画〕

Acceptance tests by milestone and attachment：〔マイルストーン別受入テスト〕

Customer inputs and due dates：〔Customer提供物と期限〕

Acceptance response period, in calendar days：〔検収回答期間の日数〕

Total fee and currency; invoicing：〔契約総額〕 〔通貨〕; Developer invoices each milestone fee on its acceptance; Customer pays undisputed invoices within 30 calendar days of receipt or the earlier mandatory payment deadline and identifies any disputed amount and reasons within that period. The parties shall work in good faith to resolve disputes; an undisputed balance remains payable on time.

Source-code repository or delivery method：〔ソースコードの納品方法〕

Developer background tools, identifying none if applicable：〔Developer既存ツール一覧〕

Open-source and third-party component list, identifying none if applicable：〔外部コンポーネント一覧〕

IP model, enter exactly 'assignment' or 'license'：〔知的財産権の方式〕

Customer notice contact and email; courier address：〔Customerの通知先情報〕

Developer notice contact and email; courier address：〔Developerの通知先情報〕

Governing law：〔準拠法〕

Exclusive courts, identifying court system and place：〔専属管轄裁判所〕

Date: 〔契約締結日〕

First party: 〔Customerの名称〕 Signature: ____________________

Second party: 〔Developerの名称〕 Signature: ____________________