A fixed-fee, milestone-based SDA for custom software projects — Developer-favouring. IP ownership transfers only on full payment. Deemed acceptance after the review window. Two correction cycles; scope changes go through a change-order process.
Freelance developers and dev studios taking on client projects
IT companies building custom software for a business client
Agencies delivering web apps, mobile apps, or SaaS builds
Any fixed-fee project where scope creep and non-payment are the real risks
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A generic SDA that assigns IP on delivery (not payment), has no deemed-acceptance clause, and no correction-cycle limit leaves the developer exposed to endless revisions, withheld payment, and disputed ownership. This template is built around those exact risks.
What this template covers
Verification Passport — T32 Software Development Agreement v1.5All citations verified · October 2026
Payment-linked IP assignment — ownership conditional on full payment
Clauses 9.1, 9.2 · s.19 Copyright Act, 1957 · assignment in writing, signed · IP-payment interlock structure
VERIFIED
Milestone acceptance & deemed acceptance after review window
Clauses 5.2, 5.3 · s.28 ICA 1872 risk (forfeiture clauses) — disclosed; window set in Schedule B
VERIFIED
Two correction cycles; third cycle is a billable change order
Clauses 5.4, 6 · change-order mechanism in Clause 6 governs all scope additions
VERIFIED
Cancellation fee — work completed to date billed at project rate
Developer retains tools, libraries, and pre-existing IP
Clause 9.3 · licence-back to Client in Clause 9.4 for use of retained components in the Deliverable
VERIFIED
Non-solicitation of Developer's personnel
Clause 13 · reasonableness test under s.27 ICA 1872 · 12-month window, limited to named personnel
VERIFIED
Force majeure — express contingency clause
Clause 16 · s.32 ICA 1872 · s.56 not displaced for events outside the clause · Energy Watchdog v. CERC (2017) 14 SCC 80; Satyabrata Ghose v. Mugneeram Bangur AIR 1954 SC 44
VERIFIED
Data protection — Client data handled by Developer
Clause 15 · DPDP Act 2023; DPDP Rules 2025, S.O. 846(E), 13 Nov 2025 · substantive rules commence 13 May 2027 · IT Act 2000 s.43A applies until then
VERIFIED
MSME payment ceiling & Udyam note
Clause 4.5 · MSMED Act 2006 s.15; Amendment Act 2026 (Act 16 of 2026), partly in force from 15 Oct 2026 under S.O. 5575(E)
VERIFIED
Stamp duty & electronic execution
Clause 20 · Indian Stamp Act 1899 s.35; state stamp law applies · IT Act 2000 · In re: Interplay (SC, 13 Dec 2023)
VERIFIED
What is genuinely unsettled in Indian law — and disclosed in this template's How-to-Use: (i) whether deemed-acceptance clauses (Clause 5.3) are enforceable as forfeiture provisions under s.28 ICA — Indian courts have not squarely decided this in a software-delivery context; (ii) enforceability of the cancellation-fee formula (Clause 12.3) depends on it being a genuine pre-estimate of loss under s.74; (iii) non-solicitation of personnel (Clause 13) may be tested as a restraint of trade under s.27 ICA — reasonableness is a fact question. These risks are reduced by the drafting; not eliminated. Advocate review is recommended for high-value contracts.
Who this is for
Freelance developers
Taking on fixed-fee client builds. The payment-linked IP transfer and two-cycle correction limit protect you from the most common sources of non-payment and scope creep.
Dev studios & IT companies
Delivering custom software to business clients. The milestone structure, change-order process, and retained-IP clause fit the way studios actually work.
Agencies building on tech
Web apps, mobile apps, SaaS builds, or custom integrations — any project where the deliverable is code and the Client's review cycle is the main operational risk.
Consultants adding a dev component
Where software is one deliverable among several. Clause 2 (precedence) and the clean schedule structure make it easy to incorporate into a broader engagement letter.
What the template does not cover
This SDA covers development, delivery, and the IP ownership structure for a fixed-fee project. It does not cover ongoing maintenance or SLA obligations after delivery — those need a separate Vendor Service Agreement and/or SLA. If the project involves processing the Client's customer data in production, a separate Data Processing Agreement is also needed (noted in Clause 15).
If the Client is sharing confidential specs or business logic before the SDA is signed, a standalone NDA should come first.
Before you sign this document: 1. Update the jurisdiction. This template is drafted with placeholder city/state fields — replace them with your own business's actual location, not any example city shown in the document.
2. Print on valid stamp paper. This PDF is a drafting template, not an executable legal document on its own. Under the Indian Stamp Act, most agreements need to be printed on physical stamp paper (or e-stamped) of the correct value for your state before signing — an unstamped agreement may be inadmissible as evidence until the deficiency is paid. Confirm the correct stamp duty and process for your state before execution.
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