# SOFTWARE DEVELOPMENT AGREEMENT
## 1. Parties and project
This fictional agreement is made on 4 August 2027 between Bluehaven Warehousing Limited, company number 09841172, of 6 Dockside Crescent, Hull HU1 2AB (the Client), and Kestrel Codeworks Limited, company number 11462008, of 21 Mill Yard, York YO1 6DD (the Developer). The Developer will design and build the HarbourView Dashboard, a browser application that displays the Client's warehouse occupancy, inbound shipment and maintenance data. Business Day means a day other than Saturday, Sunday or an English bank holiday. This is a worked example, not legal, tax, technical-security or accessibility advice. The parties must confirm requirements, ownership chain, open-source compliance, UK GDPR roles, hosting location, resilience, accessibility and any employment or subcontracting issue before signing.
The project reference is HVD-2027-08. The Developer acts as an independent contractor and does not have authority to incur liabilities for the Client. The Client's project lead is Mina Cole and the Developer's project lead is Ewan Price.
## 2. Services and deliverables
The Developer will provide discovery, interface design, software development, testing, deployment assistance and 30 days of warranty support. The deliverables are: D1 requirements and data model; D2 approved interface prototype; D3 working beta; D4 production release; and D5 technical documentation, source code and deployment scripts. The detailed requirements baseline is Schedule 1. The Developer will use reasonable skill and care, follow the agreed coding and security standards, maintain version control, and provide weekly written progress reports.
The Client will provide timely access to sample data, staff, decisions, systems, credentials and acceptance feedback. Client delay extends a milestone by the period of delay plus a reasonable remobilisation period. The Developer must not use live personal data in development unless the Client has approved it in writing and the parties have appropriate processing terms. The Developer may use its employees but may subcontract specialist accessibility testing to North Quay Accessibility CIC, remaining fully responsible for its work and confidentiality.
## 3. Milestones and fees
The fixed project fee is £96,000 plus VAT, allocated as follows: D1 £12,000, D2 £16,000, D3 £28,000, D4 £28,000 and D5 £12,000. The Client pays each allocation within 30 days of a valid invoice issued when the relevant deliverable is submitted for acceptance. The total is 12,000 + 16,000 + 28,000 + 28,000 + 12,000 = £96,000. Approved out-of-pocket expenses are reimbursed at cost against receipts and may not exceed £2,400 without written approval.
The target dates are D1 18 August 2027, D2 8 September 2027, D3 20 October 2027, D4 1 December 2027 and D5 15 December 2027. A target is not a guarantee where the Client delays, a Change Request is approved, or a third-party service is unavailable. The Developer must notify the Client promptly of a likely delay and give a recovery plan.
## 4. Acceptance and correction
The Client has 10 Business Days after delivery of each deliverable to accept it or give a written rejection identifying a material failure against the applicable acceptance criteria. A silence is not acceptance. The Developer has 10 Business Days, or another reasonable period agreed for a complex defect, to correct a valid rejection and resubmit. If the second submission materially fails, the Client may require a further correction, accept with a reasonable fee reduction, or terminate the affected milestone and receive a refund of the amount paid for that milestone.
The D4 production release is accepted when an authorised user can sign in, view the three agreed dashboard views, filter by warehouse and date, export a CSV, receive an accessibility report showing no known WCAG 2.1 AA Level A blocker, and pass the security checks in Schedule 2. Minor cosmetic defects do not justify rejection but must be recorded for the warranty period. Acceptance does not waive a latent defect, confidentiality duty or statutory right.
## 5. Change control
Either project lead may propose a Change Request describing the change, reason, effect on fees, milestones, security, data and acceptance. It has no effect until both parties approve it in writing. If the parties cannot agree, the Developer continues the existing scope and the Client pays for completed conforming work. A change requested because the Developer failed to meet the requirements is corrected at its cost and is not a chargeable change.
The Developer may not substitute a material technology, hosting location or third-party service without the Client's written approval. If a dependency becomes unavailable, the Developer must propose a functionally comparable and secure alternative. The Client owns its decisions and business data and is responsible for legal notices, lawful processing and the accuracy of source information.
## 6. Intellectual property and open source
The Client owns Client Materials, including its data, pre-existing systems, trade marks and warehouse process information. Subject to payment of the relevant invoice, the Developer assigns to the Client with full title guarantee all intellectual-property rights in bespoke Deliverables created specifically for the project, including source code, object code, designs, database schema and documentation. The Developer will obtain written assignments from its personnel and subcontractors and will sign further documents reasonably required to perfect the assignment.
The Developer retains its pre-existing tools, libraries, generic know-how and reusable components. It grants the Client a perpetual, worldwide, irrevocable, royalty-free licence to use, copy, modify and distribute retained components embedded in a Deliverable as necessary to operate, maintain and develop the Dashboard. The Developer must identify each open-source component and its licence before inclusion; it must not include a copyleft component requiring disclosure of the Client's proprietary source code without written approval. Moral rights are waived to the extent legally permitted.
## 7. Security, data and support
The Developer will apply least-privilege access, multi-factor authentication for repositories and production administration, encryption in transit, secure secrets management, dependency scanning, code review and tested backups. It will notify the Client within 24 hours of confirming a security incident affecting Client Materials, preserve evidence, cooperate in investigation and give updates. The parties will execute a UK GDPR-compliant processing schedule before personal data is processed; the Developer will process it only on documented instructions, use approved sub-processors and return or delete it at exit.
For 30 days after D4 acceptance the Developer will correct reproducible defects that cause the Dashboard not to meet the agreed requirements without an additional fee. Support is available 09:00 to 17:30 Monday to Friday in England, excluding bank holidays. The Developer will acknowledge a Critical production defect within two hours, a High defect within one Business Day and a Standard defect within three Business Days. New features and changes are chargeable only through a Change Request.
## 8. Warranties, indemnities and liability
The Developer warrants that it has authority to contract, the Deliverables will materially conform to Schedule 1 on acceptance, and the services will be performed with reasonable skill and care. It does not warrant uninterrupted operation, a result outside the requirements, or that every vulnerability can be prevented. The Client warrants that it has the right to provide Client Materials and instructions.
The Developer indemnifies the Client for a third-party claim that a bespoke Deliverable, used as permitted, infringes UK copyright, database right or registered trade mark, provided prompt notice, control of defence and reasonable cooperation. It may procure continued use, modify or replace the affected item without materially reducing function, or refund the affected fee. The Client indemnifies the Developer for a claim caused by Client Materials or instructions that infringe rights or breach law. No settlement may admit the other party's liability without consent.
Nothing limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, infringement indemnities, or liability that cannot lawfully be limited. Subject to that, aggregate liability is capped at £192,000, twice the project fee. Neither party is liable for indirect loss, loss of profit or anticipated savings to the extent lawful, but the cap does not limit payment obligations or deliberate misuse of Confidential Information, for which the cap is £384,000.
## 9. Confidentiality, termination and exit
Each party must keep the other party's technical, financial, security, customer and business information confidential, use it only for this agreement, and disclose it only to people who need to know and are bound by equivalent duties. The duty lasts five years after disclosure and indefinitely for trade secrets while secret. Required legal disclosure is permitted with notice where lawful. The Developer must not use the project or Client name in publicity without consent.
Either party may terminate for a material breach not remedied within 20 Business Days, insolvency, or serious security or confidentiality breach. The Client may terminate for convenience on 20 Business Days' notice, paying accepted work, work properly in progress that can be delivered, approved expenses and unavoidable committed costs, but not lost profit. On termination, the Developer delivers current source code, credentials, documentation and Client Materials, stops processing personal data, and refunds amounts paid for undelivered work. Clauses on ownership, payment, confidentiality, data, liability and disputes survive.
## 10. General and execution
This agreement and its schedules are the entire agreement. A variation must be signed. Assignment is prohibited except to a successor of substantially all relevant business that assumes the obligations. No partnership, agency or employment is created. The Contracts (Rights of Third Parties) Act 1999 does not apply. Notices go to legal@bluehaven.example.test and contracts@kestrelcode.example.test; email before 17:00 on a Business Day is deemed received on transmission if no failure message is returned, otherwise at 09:00 on the next Business Day.
The project leads will meet within five Business Days after a dispute notice and escalate to directors before either party starts proceedings, except for urgent protection of intellectual property or confidential information. The agreement and non-contractual obligations are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Signed for Bluehaven Warehousing Limited by Mina Cole, Technology Director, on 4 August 2027:
Signature: ______________________________
Signed for Kestrel Codeworks Limited by Ewan Price, Director, on 4 August 2027:
Signature: ______________________________
Schedule 1 — Requirements: three responsive dashboard views; filters for warehouse and date; role-based access; CSV export; audit log; UK English interface; documented API; and deployment to the Client's approved UK cloud account. Acceptance uses a supplied dataset of 8,000 non-personal records.
Schedule 2 — Security acceptance: dependency scan with no critical unresolved finding, administrator MFA enabled, secrets absent from source control, backup restoration demonstrated, access log retained for 90 days, and an accessibility review against WCAG 2.1 AA.