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Home / Contracts & Documents / Software Development Agreement
Last updated: 2 October 2026
Software projects go wrong when scope, acceptance and code ownership are unclear. Expertvuw’s team drafts software development agreements for clients and development firms, covering specifications, milestones, IP assignment, open-source use, warranties and maintenance.
A software development agreement governs building an app, website, platform or custom software. It should define the scope and specifications, the delivery methodology (fixed scope or agile sprints), milestones and payments, acceptance testing and how defects are handled, change requests, and the project team.
Ownership of code is critical. Under the Copyright Act, 1957, software is protected as a literary work, and when an independent developer or agency writes code for a client, the developer owns the copyright unless it is assigned in writing. The agreement should assign the deliverables to the client, deal with pre-existing and third-party components, and set rules for open-source licences so that the client is not exposed to unexpected obligations.
Other key terms include confidentiality, data protection (where the software processes personal data under the DPDP Act, 2023), warranties, limitation of liability, source code delivery or escrow, maintenance and support levels, and exit and transition.
Basis: Indian Contract Act, 1872; Copyright Act, 1957 (sections 17–19, assignment of copyright); Information Technology Act, 2000; Digital Personal Data Protection Act, 2023. Last updated: 27 September 2026.
Developers own code unless copyright is assigned in writing.
Clear tests decide when a milestone is complete.
A process to price and approve scope changes.
Licence obligations must be managed.
Personal data handling must follow the DPDP Act.
Post-launch maintenance and SLAs should be defined.
Software disputes usually centre on scope and ownership.
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Software agreements connect with these services.
Framework service contracts.
Registering software copyright.
Confidentiality before the project.
Security assurance for SaaS.
Understand the project.
Prepare the agreement and SOW.
Technical and business review.
Finalise with the other party.
Execute and stamp.
Use change requests and acceptance.
Close the project properly.
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The developer, unless copyright is assigned to the client in writing.
Agreed tests that decide whether a deliverable meets the specifications.
Yes. Some licences impose obligations on how code can be used or shared.
An arrangement where source code is held by a third party and released to the client in specified events.
Yes, where the software processes personal data.
ACS – Director, Expertvuw Management Pvt Ltd
Agreements and policies are drafted by Expertvuw’s team for your review and negotiation. Where you need a legal opinion, dispute advice or representation, it is provided by independent advocates. Expertvuw is a corporate services company, not a law firm.