Custom Software Development Contract Template for England and Wales

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Key Requirements PROMPT example:

Custom Software Development Contract

"Need a Custom Software Development Contract for a mobile banking app project starting March 2025, where we'll be engaging a UK-based development company to create the app, with specific requirements around data security and regulatory compliance for financial services."

Document background
The Custom Software Development Contract is essential for organizations requiring bespoke software solutions in England and Wales. This contract type is designed to protect both the developer and client interests by clearly defining project scope, deliverables, timelines, and responsibilities. It addresses crucial aspects such as intellectual property rights, data protection compliance, acceptance testing, and maintenance provisions. The agreement ensures alignment with UK software development regulations and industry standards while providing a framework for managing changes and resolving disputes.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of software development services to be provided

5. Project Timeline: Development phases, milestones, and delivery dates

6. Payment Terms: Pricing, payment schedule, and invoicing details

7. Intellectual Property Rights: Ownership and licensing of developed software

8. Acceptance Testing: Testing procedures and acceptance criteria

9. Warranties: Guarantees regarding software functionality and performance

10. Term and Termination: Duration and conditions for ending the agreement

Optional Sections

1. Change Control: Procedures for managing changes to requirements - recommended for complex projects with likely requirement changes

2. Source Code Escrow: Arrangements for source code safekeeping - used when client requires access to source code in specific circumstances

3. Security Requirements: Specific security standards and compliance - essential for projects involving sensitive data or high security requirements

Suggested Schedules

1. Software Specification: Detailed technical requirements and functionality specifications

2. Service Level Agreement: Performance metrics and service standards

3. Project Plan: Detailed timeline and resource allocation

4. Testing Procedures: Detailed acceptance testing protocols

5. Price Schedule: Detailed breakdown of costs and payment milestones

6. Data Processing Agreement: GDPR-compliant data processing terms if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights, including software copyright protection and ownership of code

Data Protection Act 2018: UK implementation of GDPR, governing how personal data must be handled, processed and protected in software systems

UK General Data Protection Regulation: Post-Brexit data protection framework setting standards for data processing, storage and transfer in software applications

Computer Misuse Act 1990: Legislation concerning unauthorized access to computer systems and software security requirements

Consumer Rights Act 2015: Relevant for B2C software contracts, establishing quality standards and consumer protection measures

Supply of Goods and Services Act 1982: Sets out implied terms for contracts involving supply of services, including software development services

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of a contract, relevant for software licensing and end-user rights

Database Rights Regulations 1997: Protection of databases and structured data collections within software systems

Employment Rights Act 1996: Relevant for contracts involving developer rights and obligations in software development projects

Electronic Commerce Regulations 2002: Governs electronic business transactions and online service provision

Electronic Communications Act 2000: Provides legal framework for electronic signatures and electronic communications in contracts

Consumer Protection Regulations 2008: Protects against unfair trading practices in software development and licensing

Network and Information Systems Regulations 2018: Sets security requirements for digital service providers and network systems

Privacy and Electronic Communications Regulations: Governs electronic communications, relevant for software featuring communication capabilities

Common Law Contract Principles: Fundamental principles of contract formation, including offer, acceptance, consideration, and intention to create legal relations

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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