Software Development Agreement

• Both parties must sign for the agreement to be legally binding.
• IP ownership of the software should be explicitly stated - without a written assignment, copyright typically remains with the developer in most jurisdictions.
• Open source components may impose licence conditions (e.g. GPL copyleft) that affect the client's ability to keep the software proprietary.
• Define acceptance criteria clearly - what tests must the software pass before payment is triggered?
• Limitation of liability clauses protect the developer from consequential loss claims - but these must be reasonable and may be limited by consumer protection law.
• Data protection obligations (e.g. GDPR) should be addressed if the software will process personal data.
• Escrow of source code protects the client if the developer ceases trading - consider a source code escrow arrangement for business-critical software.
• Maintenance and support obligations should be addressed separately or in a schedule to avoid ambiguity after delivery.

This is public legal information, not legal advice. Rules vary by jurisdiction - always verify requirements in your country. For complex situations, consult a qualified solicitor.