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Software Development Agreement

Date: March 3, 2026 Governing Law: Common Law

This Agreement ("Agreement") is entered into as of March 3, 2026 by and between the parties identified herein. The terms of this Agreement shall be governed by and construed in accordance with applicable common law principles, without reference to any specific jurisdiction's conflict of laws rules. The parties intend this Agreement to be legally binding.

1. Parties

The following parties are bound by the terms of this Agreement:

1. Client 2. Developer

Each party represents and warrants that it has full legal capacity and authority to enter into, execute, and perform its obligations under this Agreement.

2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

  • "Milestone One" means the amount of 5000.00 USD.

  • "Milestone Two" means the amount of 5000.00 USD.

  • "Final Payment" means the amount of 10000.00 USD.

  • "Delivery Window" means a period of 90 Days commencing from the date on which the relevant obligation first becomes due.

  • "Review Period" means a period of 14 Days commencing from the date on which the relevant obligation first becomes due.

  • "Payment Due" means a period of 30 Days commencing from the date on which the relevant obligation first becomes due.

Any term not defined herein shall be given its ordinary meaning under applicable common law.

3. Obligations and Performance

3.1 Awaiting Kickoff

Phase: Awaiting Kickoff

The following obligations apply during the Awaiting Kickoff phase:

  • Client shall execute the Contract as required under this Agreement. Failure to do so within the prescribed time shall constitute a material breach of this clause.
  • Developer shall execute the Contract as required under this Agreement. Failure to do so within the prescribed time shall constitute a material breach of this clause. Applicable Transitions and Conditions:

Upon the occurrence of Kickoff Complete, this Agreement shall transition to the Development phase.

Upon the expiration of the Delivery Window period without fulfillment of the obligations set forth herein, this Agreement shall automatically transition to the Expired phase.

3.2 Development

Phase: Development

The following obligations apply during the Development phase:

  • Developer shall deliver the Prototype as required under this Agreement. Failure to do so within the prescribed time shall constitute a material breach of this clause.
  • Client shall pay the Milestone One as required under this Agreement. Failure to do so within the prescribed time shall constitute a material breach of this clause. Applicable Transitions and Conditions:

Upon the occurrence of Prototype Approved, this Agreement shall transition to the Review phase.

In the event of a material breach by Developer, this Agreement shall immediately transition to the Developer Breached phase, and the non-breaching party shall be entitled to seek all remedies available at law or in equity.

Upon the expiration of the Delivery Window period without fulfillment of the obligations set forth herein, this Agreement shall automatically transition to the Expired phase.

3.3 Review

Phase: Review

The following obligations apply during the Review phase:

  • Client shall provide the Feedback as required under this Agreement. Failure to do so within the prescribed time shall constitute a material breach of this clause.
  • Developer shall deliver the Final Product as required under this Agreement. Failure to do so within the prescribed time shall constitute a material breach of this clause. Applicable Transitions and Conditions:

Upon the occurrence of Review Complete, this Agreement shall transition to the Awaiting Final Payment phase.

In the event of a material breach by Client, this Agreement shall immediately transition to the Client Breached phase, and the non-breaching party shall be entitled to seek all remedies available at law or in equity.

Upon the expiration of the Review Period period without fulfillment of the obligations set forth herein, this Agreement shall automatically transition to the Expired phase.

3.4 Awaiting Final Payment

Phase: Awaiting Final Payment

The following obligations apply during the Awaiting Final Payment phase:

  • Client shall pay the Final Payment as required under this Agreement. Failure to do so within the prescribed time shall constitute a material breach of this clause. Applicable Transitions and Conditions:

Upon the occurrence of Payment Received, this Agreement shall transition to the Fulfilled phase.

Upon the expiration of the Payment Due period without fulfillment of the obligations set forth herein, this Agreement shall automatically transition to the Expired phase.

In the event of a material breach by Client, this Agreement shall immediately transition to the Client Breached phase, and the non-breaching party shall be entitled to seek all remedies available at law or in equity.

4. Term and Termination

4. Fulfilled — Fulfilled

This Agreement terminates upon the successful performance of all obligations by all parties, constituting complete fulfillment of the Agreement. Upon termination by fulfillment, all rights and obligations under this Agreement shall cease, and the parties shall have no further liability to one another.

4. Breached — Developer Breached

This Agreement terminates immediately upon a material breach by any party. The non-breaching party shall be entitled to all remedies available at law or in equity, including but not limited to damages, specific performance, and injunctive relief. Termination under this clause does not limit any other rights or remedies available to the non-breaching party.

4. Breached — Client Breached

This Agreement terminates immediately upon a material breach by any party. The non-breaching party shall be entitled to all remedies available at law or in equity, including but not limited to damages, specific performance, and injunctive relief. Termination under this clause does not limit any other rights or remedies available to the non-breaching party.

4. Expired — Expired

This Agreement terminates automatically upon the expiration of the applicable time limit without fulfillment of the obligations set forth herein. Unless the parties execute a written extension agreement prior to expiry, no party shall have any further obligation to the others after termination by expiry.

5. General Provisions

5.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and understandings, whether oral or written.

5.2 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect as if the invalid provision had never been included.

5.3 Amendments. No amendment, modification, or supplement to this Agreement shall be valid or binding unless made in writing and duly executed by all parties.

5.4 No Waiver. The failure of any party to enforce any provision of this Agreement on any occasion shall not be construed as a waiver of that party's right to enforce that or any other provision on any other occasion.

5.5 Force Majeure. No party shall be liable for any failure or delay in performance caused by circumstances beyond that party's reasonable control, provided that the affected party gives prompt written notice to the other parties and uses reasonable efforts to overcome the force majeure condition.

5.6 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by confirmed electronic transmission, or deposited in the mail with first-class postage prepaid.

6. Representations and Warranties

Each party hereby represents and warrants to the other parties as of the date of this Agreement:

  1. It has full power and authority to enter into this Agreement.
  2. This Agreement has been duly authorised and constitutes a valid, binding, and enforceable obligation of such party.
  3. The execution and performance of this Agreement does not violate any law, regulation, order, or contract to which it is a party.

7. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved by binding arbitration in accordance with the rules of a mutually agreed arbitral body, or, failing agreement, through proceedings before a court of competent jurisdiction applying common law principles.

8. Signatures

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above.

Client

Signature: ___________________________________

Printed Name: _______________________________

Title / Role: _________________________________

Date: _______________________________________

Developer

Signature: ___________________________________

Printed Name: _______________________________

Title / Role: _________________________________

Date: _______________________________________

This document was generated by LexScript. Output is deterministic: identical inputs produce identical legal text (REQ-3.1). No generative AI was used in the production of this document.