When to Use This Agreement
This Agreement governs the relationship between a Software Developer and a Client. Use this Agreement whenever you are hired by a client to customize existing software.

Statement of Work Template Included
A Statement of Work template is included as Exhibit A to help you clearly define the scope of your engagement and your rights and responsibilities in providing your services.

What It Protects
The Software Customization Agreement enables you to clearly define your scope of work when providing software customization services to your client. Of great importance, it calls upon the client to warrant that it has the necessary licensing rights to permit you to modify the software. What’s more, it clarifies all ownerships of intellectual property rights and specifies any information that must be kept confidential by either party to the agreement. The Agreement specifies price and payment terms and limits your liability for damages resulting from your work to an amount not to exceed your fee.

Agreement Provisions Included

1. Scope of Services
2. Price and Payment Terms
3. Term and Termination
4. Ownership of Intellectual Property
5. Confidential Information
6. Warranty and Disclaimer as to the Work
7. Representation and Warranty as to License Rights
8. Limitation of Liability
9. Relation of Parties
10. Employee Solicitation/Hiring
11. Non-assignment
12. Arbitration
13. Attorneys' Fees
14. Severability
15. Force Majeure
16. Waiver and Modification
17. Entire Agreement

Exhibit A: Statement of Work

1. Preamble
2. Project Background
3. Scope
4. Key Tasks and Milestones
5. Project Deliverables
6. Time and Cost Estimates
7. Price and Payment
8. Invoices
9. Payment
10. Project Organization and Personnel Requirements
11. Supporting Documentation
12. Expenses