Most software disputes do not come from bad intentions. They come from unclear expectations. A well-written contract makes scope, ownership, payments and responsibilities clear before work begins.
This checklist covers the key points to review. It is general guidance, not legal advice. Have a lawyer review contracts for significant projects.
1. Scope of Work
- A clear description of features and modules.
- Platforms: web, Android, iOS.
- Integrations included.
- What is explicitly out of scope.
- Reference to a requirements document or approved designs.
2. Deliverables
- Source code.
- Deployed application.
- Documentation: technical and user.
- Design files.
- Database structure.
- Test reports, where agreed.
3. Timeline and Milestones
- Milestones with target dates.
- Dependencies on you, such as content, approvals and access.
- What happens if either party causes delays.
4. Payment Terms
- Pricing model: fixed price or time and material.
- Payment schedule linked to milestones.
- Taxes and expenses.
- Late payment terms.
5. Change Requests
- How changes are requested, estimated and approved.
- How approved changes affect cost and timeline.
6. Intellectual Property
- Who owns the source code and designs after payment.
- Use of open-source and third-party components, and their licences.
- Any reusable components the developer retains rights to.
7. Acceptance Testing
- How deliverables are tested and accepted.
- Time allowed for testing.
- What counts as a defect versus a change.
8. Warranty and Support
- Warranty period for defects after launch.
- Scope and pricing of ongoing maintenance.
- Response times for critical issues.
9. Confidentiality and Data Protection
- Non-disclosure obligations.
- Handling of personal data in line with India's data protection law.
- Security responsibilities.
10. Hosting and Accounts
- Whose name hosting, domain, app store and third-party accounts are in.
- Access credentials handover.
11. Termination and Handover
- How either party can end the contract.
- Payment for work completed.
- Handover of code, data and documentation.
12. Dispute Resolution
- Governing law and jurisdiction.
- Mediation or arbitration process.
"A good contract is not about mistrust. It is about removing guesswork."
Practical Tips
- Attach the requirements document and designs to the contract.
- Keep decisions documented in email or project tools.
- Review the contract again when the scope changes significantly.
Common Questions
Who should own the source code? In most custom development, the client should own the source code and design files on full payment. If the developer uses reusable components or libraries, the contract should grant you a perpetual licence to use them within your system.
Is a non-disclosure agreement enough? An NDA protects confidential information but does not cover scope, payments, ownership or support. Use a full development agreement for any significant project, with the NDA terms included or attached.
How should payment milestones be structured? Link payments to visible progress: approval of designs, delivery of working modules, user acceptance and go-live. Avoid paying most of the amount before any working software is delivered.
What if the project goes wrong midway? The termination clause should define payment for completed work and require handover of code, documentation and credentials, so another team can continue if needed.
Working With ITELLIC
We share written scope, milestones, ownership terms and support options before starting, so both sides know exactly what to expect.
Custom Application Development
Software built around your processes, not the other way round.
