Software Development Agreement Template — Ireland

SOFTWARE DEVELOPMENT AGREEMENT

Copyright And Related Rights Act 2000 + Patents Act 1992 — Ireland

The Client appoints the Developer to design, develop, deliver and (where agreed under clause J) maintain the software project described in clause 2, on the terms of this Agreement. The Developer shall perform the Services with the reasonable skill and care expected of a competent provider of similar services (section 39 of the Sale of Goods and Supply of Services Act 1980).

Project overview: A cloud-native logistics-tracking web platform with mobile companion apps (iOS + Android), enabling River Logistics customers to track shipments end-to-end, integrate with ERP systems via REST API, and generate compliance reporting for the Department of Transport. The platform replaces the existing legacy system and shall be production-ready within 16 weeks.
Deliverables: D1 — Web application (React + TypeScript front-end, Node.js back-end). D2 — iOS app (Swift). D3 — Android app (Kotlin). D4 — Backend API (RESTful, OpenAPI 3.0 specification). D5 — Infrastructure as Code (Terraform). D6 — Source code (GitHub repository under Client's GitHub organisation). D7 — Technical documentation (architecture, deployment, API reference). D8 — User documentation (admin guide + end-user help).
Technology stack: Front-end: React 19 + TypeScript 5 + Tailwind CSS 4. Mobile: Swift 6 (iOS), Kotlin 2 (Android), shared design system via Figma. Back-end: Node.js 22 LTS + Fastify + Drizzle ORM. Database: PostgreSQL 17 (Supabase). Hosting: AWS (eu-west-1 Ireland region). CI/CD: GitHub Actions.

Start date: 1 September 2026.
Target end date: 31 December 2026.
Milestones: M1 — Architecture and design (week 4) — 20% fee. M2 — Backend + API + database (week 8) — 25% fee. M3 — Web front-end + admin portal (week 12) — 25% fee. M4 — Mobile apps + final integration (week 14) — 20% fee. M5 — Final acceptance + documentation + handover (week 16) — 10% fee.
Time is not of the essence except for any milestones expressly designated as time-critical in writing.

Fee structure: Milestone-based — fee released on completion of each milestone (recommended balance).
Total fee: €80000 (excl. VAT). VAT at 23% applies in addition.
Payment schedule: 20% on signature (€16,000 mobilisation); 20% on Architecture sign-off (M1); 25% on Backend sign-off (M2); 25% on Web sign-off (M3); 10% on final acceptance (M5). All invoices payable within 30 days of issue.
Expenses: Pre-approved expenses (travel, third-party software licences, cloud hosting during development) shall be invoiced at cost plus 0% mark-up, with copies of supporting invoices attached.
Late payments accrue interest under the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (8% above the ECB main refinancing rate) plus €40 fixed compensation per overdue invoice.

Assignment (curing the CRRA 2000 default): The Developer irrevocably assigns to the Client, with full title guarantee, by way of present assignment of future rights, all intellectual property rights (including without limitation copyright under the Copyright and Related Rights Act 2000, patent rights under the Patents Act 1992, database rights, design rights, and know-how) in all Deliverables created in the performance of this Agreement. The Developer shall execute any further documents reasonably required to give effect to this assignment.
Assignment trigger and moral rights waiver: Assignment of each Deliverable occurs on the earlier of (a) acceptance of the Deliverable by the Client and (b) payment in full of the milestone fee relating to the Deliverable. The Developer retains all rights until the trigger occurs. The Developer also irrevocably waives, to the maximum extent permitted by law, all moral rights under sections 137-138 of the Copyright and Related Rights Act 2000.
Developer's Background IP (retained): The Developer retains ownership of its Background IP (generic code libraries, reusable components, methodologies, and any IP developed independently of this Project before or during the Project). The Developer grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use the Background IP solely to the extent embedded in the Deliverables.
The parties acknowledge that, in the absence of this clause, sections 21-28 of the Copyright and Related Rights Act 2000 would leave the Developer (as author) with default copyright ownership.

Acceptance criteria: Each Deliverable is accepted when it (a) implements the specification in clause 2; (b) passes the Test Plan (functional + performance + security tests); (c) is documented per the Documentation standards; (d) is deployed to the agreed environment (staging or production as specified); (e) has no Severity 1 or Severity 2 defects open.
Testing window: the Client has 10 working days (recommended baseline) from delivery to test against the acceptance criteria and notify acceptance, partial acceptance with snag-list, or rejection (with detailed reasons).
Rejection / snag-list procedure: If the Client rejects or notifies a snag-list within the testing window, the Developer shall remedy the issues within 10 working days (or such other period as the parties agree in writing) and re-deliver. On re-delivery, the testing window restarts (capped at 3 cycles per Deliverable). Silence beyond the testing window = deemed acceptance.

Escrow Agent: NCC Group plc under their standard tri-party software escrow agreement. The parties shall enter into a tri-party escrow agreement on the Escrow Agent's standard terms within 30 days of the Effective Date.
Deposits: the Developer shall deposit, on first delivery and at quarterly intervals thereafter: (a) the source code in a buildable form; (b) build and deployment instructions; (c) any third-party tools, licences, keys or credentials required for build / deployment; (d) up-to-date technical documentation.
Release triggers: The Escrow Agent shall release the deposited materials to the Client on: (a) Developer insolvency, examinership under Part 10 Companies Act 2014, receivership, liquidation, or analogous foreign proceedings; (b) material breach of the maintenance obligations in clause 9 not cured within 30 days of written notice; (c) acquisition of the Developer by a direct competitor of the Client; or (d) such other event as agreed in the Escrow Agreement.

Warranty period: for 12 months (recommended baseline) from acceptance of each Deliverable, the Developer shall remedy bugs that fall within the original specification at no additional charge.
Severity tiers and response targets: S1 (critical — system unavailable): response within 4 hours; resolution target 1 working day. S2 (high — major function blocked): response within 1 working day; resolution target 3 working days. S3 (medium — workaround available): response within 3 working days; resolution target 10 working days. S4 (low — cosmetic): response within 5 working days; resolution target next maintenance release.
Exclusions: the warranty does not cover (a) issues caused by Client modifications, third-party integrations or environment changes; (b) requests for new features or enhancements; (c) compatibility with software released after Acceptance not specified in the original requirements.

Scope: Included: (a) bug fixes for Severity 1-3 defects; (b) security patches for OS / dependencies / libraries; (c) compatibility updates for browser / OS / mobile app store changes; (d) hosting / infrastructure adjustments; (e) up to 8 hours/month of minor enhancements (under 1 day each). Excluded: (i) new features over 1 day of work; (ii) major refactors; (iii) migration to new platforms / tools; (iv) integration with new third-party systems; (v) UI / branding changes beyond minor adjustments. Excluded items are billed as Time and Materials at the agreed rates in a separate Change Order.
Fee: Monthly retainer of €2,500 (excl. VAT), payable in advance, covers the included scope. Additional work is billed at the standard Time and Materials rate of €120/hour (excl. VAT). The retainer is reviewable annually; the Developer may propose changes on 60 days' notice.

Mutual confidentiality: each party shall keep confidential, both during the Term and indefinitely after termination, all confidential information of the other (including the Client's business information, the Developer's methodology, source code retained as Background IP, and the existence and terms of this Agreement).
Carve-outs: Confidentiality does not apply to information that is (a) publicly known otherwise than through breach; (b) lawfully obtained from a third party without restriction; (c) independently developed by the receiving party; or (d) required to be disclosed by law, court order or regulator (provided the disclosing party is notified in advance where lawfully possible).
Non-solicit of employees: for 12 months (recommended baseline) after termination, neither party shall directly or actively solicit (excluding general advertising) the employment of any employee or contractor of the other who has been materially involved in the Project. This restraint does not prohibit responses to applications made by the employee on their own initiative.

AI components in Deliverable: The Deliverable includes: (a) LLM-powered chat-assistant feature using OpenAI GPT-4o API (Limited Risk category — Article 50 transparency applies); (b) recommendation engine using Vertex AI embeddings (Minimal Risk); (c) AI-assisted code generation tools used by the Developer during development (GitHub Copilot — disclosed to the Client). No High-Risk AI systems are included.
Training data provenance: All training data used in any custom-trained models is sourced from: (a) the Client's own data (subject to GDPR controller-processor terms in the DPA); (b) properly licensed third-party datasets (licence terms summarised in Annex [X]); (c) publicly available data not subject to copyright restrictions or robots.txt exclusion. No copyright-protected content has been used as training data without licence.
AI Act compliance: the Developer shall comply with the AI Act obligations applicable to its role and the risk classification, including (as applicable) Article 50 transparency (in force 2 August 2026) and Article 53 GPAI obligations (in force 2 August 2025). The Developer shall provide the Client with the technical documentation, instructions for use and any other information necessary for the Client to comply with its own deployer obligations.

Either party may terminate immediately for: (a) material breach not remedied within 30 days of written notice; (b) insolvency, examinership, receivership or liquidation of the other; (c) cessation or threatened cessation of business. The Client may terminate for convenience on 30 days' written notice; in that event, the Client shall pay (i) all fees accrued up to the termination date, (ii) any reasonable wind-down costs, and (iii) 30% of the remaining unbilled fee as a termination fee. On termination, the Developer shall deliver all completed and in-progress Deliverables to the Client and assign all IP per clause 5.

Notices: any notice shall be in writing, delivered by hand, registered post or email with read receipt to the addresses given above.
Assignment: neither party may assign without the other's prior written consent, save the Client may assign to a group company on notice.
Variation: any variation (including Change Orders) shall be in writing and signed by authorised representatives of both parties.
Severability: if any provision is held void or unenforceable, the remaining provisions continue in full force.
Entire agreement: this Agreement constitutes the entire agreement between the parties on the Project and supersedes all prior negotiations and arrangements.
Force majeure: neither party is liable for failure caused by events beyond reasonable control.

This Agreement is governed by the laws of Ireland. The courts of Ireland have exclusive jurisdiction over any dispute arising from or connected with this Agreement, save that either party may seek injunctive relief in any court of competent jurisdiction.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.