An excellent software development convention contains a detailed list of development specifications. Instead of trying to incorporate them directly into the agreement itself, it can often be easiest to “plan” the specifications on an annex. These paragraphs give an example of the tasks and obligations that may be assigned to the client and vary according to the client`s technological skills and human resources. A lawyer can help determine the extent of the language required here based on the extent of the obligations the client can fulfill. Testing new software is fundamental to a developer`s job and is part of modern development techniques. However, details of the testing requirements that the software must meet in order to be accepted by the customer should be included in the agreement. In particular, will the test be part of a formal software acceptance procedure? This provision is an assignment of the installed software and does not explicitly contain source code, which raises the question of how the customer will wait for the software if the developer is no longer available to support the software. A lawyer can discuss whether a source code trust agreement is advisable and the specific terms of such an agreement. A developer-friendly indemnification provision may take into account the scenarios mentioned above in the customer context as well as some specific customer concerns. Software development may include, for example, the developer who manages the hardware and customer records. A developer-friendly exemption would allow the customer to exempt the developer from the developer`s use of the client hardware. The developer may also want to be compensated by the developer`s compliance with certain specifications provided by the customer. The developer`s agreement on this “Work made for hire” clause does not necessarily mean that a court would agree.
If the software does not fall into 1 out of 9 categories in the Copyright Act, it is not a “work produced for rent”. A lawyer can discuss whether the software may not be considered “work made for hire” and can advise you on the right language for your situation. Before you read this checklist, remember that any good software deal should be tailored to the specific work and development that takes place for each company. If a good lawyer develops templates, it can save a lot of time and attorney fees….