Software Development Retainer Agreement Template for United States

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Key Requirements PROMPT example:

Software Development Retainer Agreement

"I need a Software Development Retainer Agreement for my fintech startup to engage a development firm for 20 hours per month, starting January 2025, with special emphasis on data security provisions and source code ownership."

Document background
The Software Development Retainer Agreement serves as a fundamental contract for businesses requiring ongoing software development services in the United States. This document is particularly valuable when a client needs regular access to development resources without committing to a single project scope. It typically includes provisions for monthly service hours, rate structures, intellectual property assignments, and service level commitments. The agreement ensures compliance with U.S. technology and contract laws while providing flexibility for evolving development needs. It's commonly used by both technology companies and businesses undergoing digital transformation who need consistent access to development expertise.
Suggested Sections

1. Parties: Identification of the service provider and client, including legal entities and contact details

2. Background: Context of the agreement and general purpose of the retainer arrangement

3. Definitions: Key terms used throughout the agreement including technical and legal terminology

4. Services: Detailed description of software development services covered under the retainer

5. Payment Terms: Retainer fee structure, payment schedule, and billing procedures

6. Term and Termination: Duration of agreement and conditions for termination

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

8. Confidentiality: Protection of confidential information and trade secrets

9. Warranties and Representations: Guarantees and promises made by both parties

10. Limitation of Liability: Limits on liability and exclusions of certain types of damages

11. General Provisions: Standard legal provisions including governing law, notices, and assignment

Optional Sections

1. Service Level Agreement: Specific performance metrics and response times for software development services

2. Change Control: Process for managing changes to scope or requirements during the retainer period

3. Data Protection: Specific data handling and privacy requirements for sensitive information

4. Non-Solicitation: Restrictions on hiring or soliciting employees from either party

5. Force Majeure: Provisions for handling circumstances beyond parties' control

Suggested Schedules

1. Schedule A - Scope of Services: Detailed breakdown of development services covered under the retainer

2. Schedule B - Rate Card: Detailed pricing for different types of services and resources

3. Schedule C - Service Level Metrics: Specific performance indicators and measurement criteria

4. Schedule D - Technical Requirements: Detailed technical specifications and requirements

5. Schedule E - Key Personnel: List of key team members and their roles in the project

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 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 embedded in the software

Defend Trade Secrets Act: Federal law providing protection for trade secrets and proprietary information in software development

Trademark Law (Lanham Act): Federal law protecting brands, logos, and other distinctive marks associated with the software

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

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

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

Federal Privacy Laws: Various federal regulations governing data protection and privacy in specific sectors

Independent Contractor Classification Laws: Federal and state laws governing the classification of workers as independent contractors vs. employees

Computer Fraud and Abuse Act: Federal law addressing unauthorized access to computers and networks

Electronic Communications Privacy Act: Federal law protecting electronic communications from unauthorized interception

Export Administration Regulations: Federal regulations governing the export of technology and software to foreign countries

Federal Trade Commission Act: Federal law prohibiting unfair or deceptive trade practices in commerce

Data Breach Notification Laws: State-specific requirements for notifying affected parties in case of data breaches

Industry-Specific Regulations: Sector-specific regulations such as HIPAA for healthcare or GLBA for financial services that may apply to software development

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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