Freelance Software Developer’s Agreement


A freelance software developer’s agreement is a legal document that outlines the terms and conditions of the working relationship between a software developer and their client. It typically includes details such as project scope, deliverables, payment terms, intellectual property rights, confidentiality provisions, and dispute resolution mechanisms. This agreement serves to protect the interests of both parties and ensure clarity and transparency throughout the freelance software development process.

Scope of Work

The Developer agrees to provide software development services as outlined in Exhibit A attached hereto (the “Services”). The Services may include but are not limited to:

  • Designing, developing, and testing software applications.
  • Providing technical support and maintenance for software developed.
  • Any other tasks mutually agreed upon by both parties.


The Client shall pay the Developer for the Services in accordance with the payment terms outlined in Exhibit B. Payment shall be made in $ unless otherwise agreed upon. The Developer shall submit invoices to the Client for payment, which shall be due within [number] days of receipt.

Intellectual Property Rights

All intellectual property rights, including but not limited to copyrights, patents, and trademarks, in any software developed pursuant to this Agreement shall belong to the Client upon full payment for the Services. The Developer agrees to assign, and hereby assigns, all rights, title, and interest in such intellectual property to the Client.


The Developer agrees to maintain the confidentiality of any proprietary or confidential information disclosed by the Client during the term of this Agreement. Such information may include, but is not limited to, trade secrets, business plans, and client information. The Developer shall not disclose such information to any third party without the prior written consent of the Client.

Term and Termination

This Agreement shall commence on the effective date and shall continue until the Services are completed, unless terminated earlier as provided herein. Either party may terminate this Agreement upon written notice to the other party in the event of a material breach of any provision of this Agreement by the other party. Upon termination, the Client shall pay the Developer for any Services performed up to the date of termination.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Entire Agreement

This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

What is a Freelance Software Developer’s Agreement?

A Freelance Software Developer’s Agreement is a legal contract between a freelance software developer and a client outlining the terms and conditions of their working relationship. It covers aspects such as scope of work, payment terms, intellectual property rights, confidentiality, and termination provisions.

Why is a Freelance Software Developer’s Agreement important?

This agreement is essential for clarifying the expectations and responsibilities of both parties involved in a software development project. It helps prevent misunderstandings, disputes, and protects the rights of both the developer and the client.

What should be included in a Freelance Software Developer’s Agreement?

A comprehensive agreement should include details such as the scope of work, payment terms, project timeline, intellectual property rights, confidentiality obligations, dispute resolution mechanisms, and termination clauses.

Who owns the intellectual property rights to the software developed under this agreement?

Typically, the client retains ownership of the intellectual property rights to the software developed by the freelance developer, especially upon full payment for the services rendered. However, this should be clearly outlined in the agreement.

What happens if there are changes to the scope of work during the project?

Any changes to the scope of work should be documented in writing through a formal amendment to the agreement. This ensures that both parties are in agreement with the changes and prevents misunderstandings later on.

How are payments structured in a Freelance Software Developer’s Agreement?

Payment terms can vary but are often structured as either hourly rates, milestone-based payments, or a combination of both. The agreement should specify the payment schedule, including any upfront payments or deposits required.

What happens if either party breaches the terms of the agreement?

The agreement should outline the process for addressing breaches, including any remedies available to the non-breaching party. This may include termination of the agreement, seeking damages, or other legal actions.

Can a Freelance Software Developer’s Agreement be used for international clients?

Yes, however, it’s essential to consider the jurisdiction and governing law clauses in the agreement. While the agreement can be tailored to accommodate international clients, it’s advisable to seek legal advice to ensure compliance with local laws.

Are there any specific confidentiality obligations for the developer?

Yes, the agreement typically includes confidentiality provisions requiring the developer to keep all proprietary and confidential information of the client confidential both during and after the term of the agreement.

What happens if either party wants to terminate the agreement early?

The agreement should specify the conditions under which either party can terminate the agreement early and the consequences of such termination, including any outstanding payments or obligations. Early termination may incur penalties or require the completion of certain tasks before termination is effective.

Henry Clark