This is a template for a Mobile Application Development Agreement.
This template for a Mobile Application Development Agreement is a comprehensive contract designed to formalise the relationship between a Developer and a Customer, both of which are companies incorporated in England and Wales. The template sets out the terms and conditions under which the Developer will create a mobile application tailored to the Customer's specifications. Key elements of the template include the commencement date, duration, and obligations of both parties, ensuring clarity on the project's timeline and responsibilities. The document also addresses intellectual property rights, granting the Customer a non-exclusive license to use the Developer's materials within the mobile app for the specified purpose. Confidentiality provisions protect sensitive information exchanged between the parties. The template outlines the fees and invoicing process, with payments due within 30 days of invoicing. Additionally, the document includes warranties ensuring the App's conformity to specifications and freedom from viruses, indemnities against third-party copyright claims, and limitations of liability. Termination clauses, compliance with laws, and other essential legal provisions are also detailed, providing a robust framework for the successful development and delivery of the mobile application. It is important to note that this document is a template and should be customised to fit the specific needs and circumstances of the parties- for more information please read our Templates Guide.
Key Provisions of the Mobile Application Development Agreement:
Parties Involved: Agreement between a Developer and a Customer, both incorporated in England and Wales.
Commencement Date: The agreement starts on the specified date.
Duration: Continues until the end of the Warranty Period or for a specified number of years, with provisions for renewal or termination.
Developer Obligations: Develop and deliver the Mobile App with reasonable skill and care by the Target Delivery Date.
Customer Obligations: Pay the Development Fee and comply with all licence terms and restrictions.
Intellectual Property Rights: Developer grants a non-exclusive licence to use Developer Materials in the Mobile App for the Permitted Purpose.
Confidential Information: Both parties must maintain the confidentiality of the other party’s Confidential Information.
Fees and Invoices: Customer must pay the Developer the Fees as set out in Schedule 4, with payments due within 30 days of invoice.
Warranties: Developer warrants that the Mobile App will conform to the Specification and be free from viruses for a specified Warranty Period.
Indemnity: Developer indemnifies the Customer against claims that the Developer Materials infringe third-party copyrights.
Limitation of Liability: Developer’s total liability is capped at a specified amount, excluding certain types of loss and damage.
Termination: Either party can terminate the agreement for material breach or due to Force Majeure.
Compliance with Law: Both parties must comply with all applicable laws and regulations.
Entire Agreement: This document constitutes the entire agreement between the parties, superseding all previous agreements.
Notices: Notices must be in writing and sent to the specified addresses of the parties.
Assignment and Subcontracting: Developer can subcontract or delegate its obligations, while the Customer needs the Developer’s consent to assign its rights.
Set Off: Payments must be made without any set-off, counterclaim, deduction, or withholding.
No Partnership or Agency: The agreement does not establish any partnership, joint venture, or agency relationship between the parties.
Severance: If any provision is illegal, invalid, or unenforceable, it will be modified to be legal and enforceable.
Waiver and Variation: No waiver or amendment is valid unless in writing and signed by both parties.
Counterparts: The agreement can be signed in multiple counterparts, each of which is an original.
Rights of Third Parties: The agreement does not give any third party the right to enforce its provisions.
Governing Law and Jurisdiction: Governed by the laws of England and Wales, with disputes settled in their courts.
Schedules: Includes several schedules detailing specifications, services, fees, data protection, and third-party materials.
Priority: In case of conflict, the clauses in the main body of the agreement and Schedule 5 take precedence over other schedules.
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Note: This publication does not necessarily deal with every important topic, nor cover every aspect of the topics with which it deals. Templates do not include or provide legal or other advice to users. They are designed to provide a head-start to the development of a commercial agreement and are not the finished article. They require careful reading, analysis and customisation in order to meet the particular needs of the parties to the document.
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