Software Development Consulting Agreement Template for United States

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Key Requirements PROMPT example:

Software Development Consulting Agreement

"I need a Software Development Consulting Agreement for a 6-month project starting January 2025, where we're hiring an external consultant to develop a mobile banking app, with specific requirements around data security and milestone-based payments."

Document background
The Software Development Consulting Agreement is essential for businesses engaging external software development expertise. This U.S.-governed contract defines the relationship between the consultant and client, covering crucial aspects such as project scope, deliverables, intellectual property rights, confidentiality, and payment terms. It protects both parties' interests while ensuring clear expectations and compliance with relevant technology and business regulations. The agreement is particularly important in today's digital economy where software development outsourcing is increasingly common.
Suggested Sections

1. Parties: Identification of contracting parties, including legal names and addresses

2. Background: Context and purpose of the agreement, including brief description of the project

3. Definitions: Key terms used throughout the agreement

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

5. Payment Terms: Compensation, payment schedule, and invoicing requirements

6. Intellectual Property Rights: Ownership and licensing of developed software and related IP

7. Confidentiality: Protection of confidential information and trade secrets

8. Term and Termination: Duration of agreement and termination conditions

Optional Sections

1. Service Level Agreement: Performance metrics and standards (recommended for projects requiring specific performance guarantees)

2. Change Management: Process for handling scope changes (recommended for complex or long-term projects)

3. Insurance Requirements: Required insurance coverage (recommended for high-value or high-risk projects)

4. Data Protection: Specific data handling requirements (recommended when handling sensitive or personal data)

Suggested Schedules

1. Schedule A - Statement of Work: Detailed technical specifications and deliverables

2. Schedule B - Fee Schedule: Detailed breakdown of rates and payment terms

3. Schedule C - Project Timeline: Milestones and delivery schedule

4. Schedule D - Acceptance Criteria: Specific criteria for accepting deliverables

5. Schedule E - Technical Requirements: Detailed technical specifications and standards

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

Industries

Copyright Act: Federal law (17 U.S.C.) governing copyright protection for original works of authorship, including software code and documentation

Patent Act: Federal law (35 U.S.C.) protecting novel inventions and processes that may be embodied in the software

Defend Trade Secrets Act: Federal law providing protection for trade secrets and confidential business information

Trademark Law (Lanham Act): Federal law protecting brands, logos, and other distinctive marks used in commerce

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation

Uniform Commercial Code: Standardized set of laws governing commercial transactions, including software licensing

Fair Labor Standards Act: Federal law establishing standards for wages, overtime, and employment classifications

IRS Independent Contractor Guidelines: Federal guidelines determining worker classification as employee vs independent contractor

State Privacy Laws: State-specific laws governing data protection and privacy (e.g., CCPA in California)

Software Export Controls: Federal regulations governing the export of software and technical data to foreign countries

Federal Arbitration Act: Federal law governing arbitration procedures and enforcement of arbitration agreements

Federal Trade Commission Act: Federal law protecting consumers against unfair or deceptive business practices

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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