TODO.LAW

Software development agreement

The agreement under which a developer builds custom software for a customer, covering methodology, IP ownership, acceptance, payment, source code, warranties, changes, liability, open-source components and AI-assisted development.

Jurisdictions
California, England and Wales, Spain
Contract languages
English, Spanish

What it is and when it is used

A software development agreement is used when a customer commissions custom software, built for its own needs rather than bought off the shelf. The agreement sets how the work is carried out, who owns the result and what happens if it does not meet expectations.

The Dealroom skill covers the following subjects:

  • development methodology, how the work is organised;
  • IP ownership of the software;
  • acceptance testing, how the customer checks the work before accepting it;
  • payment structure;
  • source code delivery;
  • warranties;
  • change management, how changes to the work are requested and agreed;
  • liability, including how recourse is allocated under the EU Product Liability Directive (EU) 2024/2853;
  • open-source components; and
  • AI-assisted development.

The skill negotiates 12 clauses.

Who signs it

The agreement is signed by the customer, who commissions and pays for the software, and by the developer, who builds it. Where the customer will use existing technology under licence rather than having it built, see the technology license agreement.

Jurisdictions and languages

Dealroom offers the agreement under three laws:

  • California;
  • England and Wales; and
  • Spain.

It can be drafted in English or Spanish. Both sides can use Dealroom together, each stating its preferences, or one side can prepare a draft alone.

Frequently asked questions

What is a software development agreement?

It is the agreement under which a developer builds custom software for a customer. It sets how the work is done, who owns the result, how it is tested and accepted, and how it is paid for.

Does the agreement deal with AI-assisted development and open source?

Yes. The Dealroom skill covers open-source components and AI-assisted development, alongside IP ownership, acceptance testing, source code delivery and warranties.

Does it take account of the new EU Product Liability Directive?

Yes. The liability provisions include the allocation of recourse under the EU Product Liability Directive (EU) 2024/2853.

Which jurisdictions and languages are available?

California, England and Wales and Spain, in English or Spanish. The skill negotiates 12 clauses.

Two ways to make it

Create it in Dealroom

Choose the jurisdiction and language, answer a few questions and negotiate each clause with the other side, or prepare it alone.

Start in Dealroom

Have your agent draft and negotiate it

Your AI agent can read the clause library and create the contract through the agent API or the MCP server. A short example:

MCP: list_templates (query: "SOFTWARE_DEVELOPMENT"), get_template, create_playbook, initiate_negotiation.

Read the agent API guide
# 1. Read the clauses, options and the facts it needs
curl https://dealroom.todo.law/api/v1/agent/templates/SOFTWARE_DEVELOPMENT \
  -H "Authorization: Bearer drk_YOUR_KEY"

# 2. Create the contract (clauses you leave out take the default option)
curl -X POST https://dealroom.todo.law/api/v1/agent/deals \
  -H "Authorization: Bearer drk_YOUR_KEY" \
  -H "Content-Type: application/json" \
  -H "Idempotency-Key: $(uuidgen)" \
  -d '{
    "schema": "dealroom.solo-intake/1",
    "contractType": "SOFTWARE_DEVELOPMENT",
    "governingLaw": "ENGLAND_WALES",
    "language": "en",
    "dealName": "Example SOFTWARE_DEVELOPMENT",
    "selectionPolicy": "defaults"
  }'

Drafting and negotiating are free.

Related contracts

This page explains how the contract usually works. It is general information, not legal advice.

© Rindogatan LLC