What Is Software Development?

Software development is the process of building a software system or software part of a system according to user requirements. Software development is a systems engineering that includes requirements capture, requirements analysis, design, implementation, and testing. Software is generally implemented in a programming language. Software development tools are commonly used for development. Software is divided into system software and application software, and not only includes programs that can be run on a computer. Files related to these programs are generally considered to be part of the software. The general process of software design ideas and methods includes algorithms and methods for designing software functions and implementation, software overall structure design and module design, programming and debugging, program debugging and testing, and writing and submitting programs.

Entrusted development software is generally based on the needs of the user (the entrusting party) to compile software that is suitable for its production or operating characteristics. Such software is generally not seen on the market or purchased on the market and can be used only after modification. Without the ability to develop or modify software, it is necessary to entrust other institutions in the software with the ability to develop and modify the software to perform the work. Although the entrusted party is an expert in software development, he may have little knowledge of the industry or specific production or management characteristics and methods in which the entrusted party is engaged. Therefore, there are many matters in the software contract signed by both parties that need to be clear.

Attention of client

1. The two parties to the contract shall clearly stipulate that the trustee will carry out project training for the client and the payment of training costs.

2. The two parties to the contract shall clearly agree on the total price of the software development and the price of each part.

3. The two parties to the contract shall clearly agree on the method and time for the trustee to provide the client with a progress report.

4. After receiving the delivery from the trustee, the principal shall immediately test and evaluate the delivery to confirm whether it meets the functions and specifications of the development software.

5. The client shall provide the trustee with relevant information and materials, especially the information and materials concerning the client's requirements for the functions and goals of developing software, and clarify the quality requirements.

6. The two parties to the contract shall clearly stipulate the client's right to consult or solicit opinions from the trustee on the software functions, goals, requirements, and related technical issues related to the relevant demand descriptions, materials and information submitted by the client.

7. The entrusting party shall clearly agree on the time and content of the software maintenance and support services provided by the entrusted party to the entrusting party.

Notes for Trustees

1. After the trustee completes the software development and needs to increase the development expenses, what should be done should be clearly agreed with the client.

2. The flexible time for completing software development should be agreed in the contract to avoid liability for breach of contract due to calculation errors of the client and failure to complete software development within the time stipulated in the contract.

3. The two parties to the contract shall clearly stipulate the specific time when the trustee submits the requirements specification, summary design specification and detailed design specification.

4. The parties to the contract shall clearly agree on the time and method of the client's response after the trustee submits the progress report.

5. Clear the copyright ownership of the software developed.

There are two ways to deal with the ownership of software copyright: one is to attribute the software copyright to the client; the other is to attribute the software copyright to the client. In practice, the following measures can be taken: the copyright of the software belongs to the client, which in turn gives the client a license to use the software within a certain range, such as allowing the client to use routine programs to develop other software. Get what you need.

6. The trustee shall agree on the time for the client to issue a written acceptance document or submit a defect report after receiving the software inspection and to receive or issue a defect report.

Notes for clients and trustees

1. The two parties to the contract should clearly agree whether the contract project can be subcontracted, and if so, the scope of subcontractability should be stated.

2. The two parties to the contract shall clearly agree on the purpose of software development, the processing object, the main functions and goals of the software, and the technical indicators to be achieved.

3. Development progress

The parties to the contract shall clearly agree on a reasonable time for the trial operation of the software system.

The parties to the contract shall clearly agree on the delivery time and progress of the development software.

4. Attribution of intellectual property rights

If the contract stipulates that the intellectual property of the software system belongs to one party, it should clearly stipulate the scope of use rights and rights owned by the other party.

The two parties to the contract should clearly agree whether the intellectual property rights of the software being developed are jointly owned or owned by one party.

5. Acceptance

Acceptance is very important for both parties to the contract for the development of a software contract. It concerns how to confirm the following issues.

How long does it take for the client to complete the software test after receiving the software program and the first batch of documents, and how long does the client have the right to claim that the quality of the software program does not meet the technical standards required by the contract , The entrusted party is required to modify the procedure so that it meets the standards stipulated in the contract.

, which party is responsible for the cost of modifying the program.

How long should the commissioned party complete the modification of the program, and when, where and how should the revised software be handed over to the commissioned party.

How long should the client complete the second test after receiving the modified software, and how long should the client inform the client of the results of the second test?

If the computer program of the second test still fails to meet the technical standards stipulated in the contract, whether the client has the right to refuse to refuse to accept the program, and whether it has the right to request the commissioned party to make compensation according to the terms of the contract.

If the client should notify the commissioned party of the conclusions of the first or second test on schedule, whether it can be considered that the client has accepted the software developed by the commissioned party.

. If the program document is delivered in two, how long after the client actually accepts the software, the client should deliver the second batch of documents to the client.

6.Delivery manual

The parties to the contract shall clearly agree on the form and content of the delivered documents.

The two parties to the contract shall clearly agree on the time for the client to review the various specifications submitted by the trustee.

The two parties to the contract should clearly agree that the client has objections to the instructions submitted by the trustee, and how the two parties should resolve such issues.

The two parties to the contract did not explicitly agree on how the two parties should resolve it when the client objected to the instructions submitted by the trustee. This led to disputes between the two parties to the contract and caused disputes.

7.Evidence

After the contract is signed, both parties should properly keep the contract and the main contract, relevant evidence, relevant accounting information, and other attachments to the contract, such as a letter of commitment and agreement.

When the other party refuses to accept letters and other documents, it shall notarize or deposit the retained evidence with a notary office or other department.

Notarization of evidence and retention of deposits shall be carried out in strict accordance with the laws and regulations.

If one party terminates the contract in accordance with the agreement or claims to terminate the contract in accordance with statutory matters, it shall keep evidence to notify the other party to terminate the contract.

8. The two parties to the contract shall clearly agree on the conditions for project changes.

9. The two parties to the contract shall clearly agree on the name of the software development system, which belongs to the software belonging to different parties.

10. Confidentiality

Confidential objects: The parties to the contract shall clearly agree on the confidential objects, and shall specify the confidential objects, list them by way of example, and also agree on some exceptions in specific circumstances.

Responsibility for confidentiality: The parties should expressly agree that both parties have a duty of confidentiality to the trade secrets, and neither party should divulge the information without authorization, otherwise they shall bear corresponding responsibilities.

Confidentiality period: The specific confidentiality period of the confidentiality matters in the contract should be agreed, or there is only an overview without specifying the specific time period and time point.

Independence of confidentiality clauses: The two parties can agree that regardless of whether the contract is changed, cancelled or terminated, the confidentiality clauses of the contract continue to be valid without their restrictions, and each party should continue to assume the confidentiality obligations agreed upon.

11. Whether the rights and obligations of both parties to the contract can be transferred.

12.Signing details

The information of both parties should be stated in the contract. Such as party name, domicile, legal representative or main person in charge, account opening financial institution, account number, telephone, postal code, date of signing the contract. Contract signing place, etc.

Both parties should sign a clear and correct signature, and the party should be stamped with an official seal.

Signing time: Both parties should clearly indicate the correct signing time at the end of the contract.

The terms of the contract shall be striving to achieve clear, specific and precise wording to prevent inaccurate terms and words such as "basic", "as far as possible", "if possible", "should" and "latest" appear in the contract.

13, force majeure

In the event of force majeure, one party shall promptly notify and prove to the other party in accordance with the agreement, and shall promptly take measures to prevent the loss from expanding.

The parties should clearly agree on the scope of force majeure, the method of notification and proof after encountering force majeure, whether the parties can terminate the contract due to force majeure, whether they can claim compensation for performance problems caused by force majeure, and under what circumstances can the contract be terminated.

One party shall inform the other party in time after the occurrence of force majeure, and shall keep evidence when proving.

14. During the implementation, both parties should pay attention to the change of the counterparty's subject. If there is a change or dissolution, it should pay attention to which legal person or organization accepts its rights and obligations, and should collect relevant evidence to prove the above facts.

15.Dispute resolution

If it is agreed that the jurisdiction of the court of litigation, it can only be agreed that the jurisdiction of the defendant's domicile, the place of performance of the contract, the place where the contract was signed, the plaintiff's domicile, and the subject matter of the contract can be located, and only one of the courts can be agreed. If the agreement is not clear, the jurisdiction of two or more courts is chosen, or the courts other than the above five courts are agreed, or both the arbitration and the litigation are agreed, then the dispute settlement clause is invalid.

When the parties choose to administer the court, they choose more than one court; or they choose arbitration, but at the same time agree to be under the jurisdiction of the court. Such clauses for resolving disputes are invalid, and may increase the parties 'dispute resolution costs (time, money), do not meet the parties' original intentions, and are not conducive to efficient dispute resolution.

After a dispute occurs, the two parties can reach consensus on an equal basis, or they can be mediated by the People's Mediation Committee or sued in a people's court and apply for arbitration as agreed. The people's court's ruling, mediation, and arbitration agency's ruling and mediation are all coercive; the consensus reached by the parties and the people's mediation committee's mediation have no coercive force but their effect is equivalent to the signing of a new contract.

If arbitration is agreed upon, specific arbitration institutions and arbitration matters shall be clearly agreed upon. The standards agreed upon by the arbitration institution are: the location of the arbitration institution is clear, and if there are two or more arbitration institutions at the same location, the detailed name of the agreed arbitration institution shall be stated.

16. The parties to the contract should clearly stipulate in the foreign-related contract the law that should be applied in the event of a dispute, and such an agreement must be practical.

17. In the litigation, the pros and cons should be weighed, the other party should be required to bear all losses to the maximum extent, and it should not voluntarily give up any litigation request in favor of its own party.

18. The parties who have been fraudulent or intimidated by the other party and signed the contract while in danger should keep the evidence and file a lawsuit with the people's court within one year or apply to the arbitration agency for an arbitration claim to cancel or change the contract.

19. When signing a contract, instructions for contract use should be attached. Such as: the scope of application of the contract, the understanding of terms and other terms.

20. During the performance of the contract, one party breached the contract, and the other party should take measures to draw the other party's attention and negotiate with the other party to determine the burden of responsibility.

21. When both parties make changes to the contents of the contract through consensus, they should re-sign a written contract or reach a written agreement.

22. Signing subject

The two parties to the contract shall correctly distinguish the relationship between the unit and the person in charge of the unit, and shall clearly recognize that the person in charge of the unit cannot represent the unit in his own name.

When a party signs a contract with a proxy agent of the other party, it should be confirmed in advance whether the person signing the contract holds the power of attorney of the other party.

Provisions should be made for the authority of their respective internal personnel. Unauthorized personnel are prohibited from abusing the company's official seal, signature, etc. to perform various contractual matters with the other party, and in particular, they cannot make expressions of inconsistency with the content of the contract and their own interests.

Both parties should investigate the qualifications of the contracting party of the other party.

23. The main contract, relevant evidence, relevant accounting information, other letters of commitment, and letters of agreement should be written in the contract as attachments to this contract.

24. Liability for breach of contract

The two parties to the contract shall agree in the contract that if one party violates the contract, the other party may be held liable for the breach and the breach party shall be liable for liquidated damages or compensation for losses.

As long as the parties to the contract have agreed on liquidated damages or compensation for losses, they must agree on specific amounts or calculation methods. When stipulating liquidated damages, the agreed amount cannot be too high or too low, the agreed amount is too low, the loss cannot be compensated, and the agreed amount is too high, which will not be realized because the amount is too high to obtain legal support. Generally speaking, the agreed amount of liquidated damages cannot exceed the contract amount. If one party's loss does exceed the contract amount, it can directly agree to compensate for the loss.

25. If one of the parties terminates the contract in accordance with the agreement or claims to terminate the contract in accordance with legal matters, the other party shall be notified. The contract is terminated when the notice reaches the other party.

26. In the contract, the two parties should clearly stipulate that if one party organizes dissolution in the performance of the contract, the bearers of their contractual rights and obligations. If at the time of the conclusion of the contract a party is in the period of dissolution and its successors can be foreseen, the contractor shall clearly specify the name of the successor. At the same time, it must be agreed that in the event of a dissolution of the organization of one party, the counterparty shall be notified in a timely manner and shall be responsible for violating this notification obligation.

27. When the two parties sign the contract, the terms of the contract must be accurate and clear. Some key terms and terms that are more specialized must be defined or explained at the beginning of the contract to avoid ambiguity or hinder understanding.

28. The two parties shall agree in the contract that matters not covered in the contract shall be implemented in accordance with relevant laws and regulations, and if there are no provisions in laws and regulations, the two parties may separately negotiate and sign a written supplementary agreement as an annex to this contract. The supplementary agreement has the same legal effect as this contract.

29. The two parties should clearly stipulate in the contract the conditions, time and causes of the contract's effectiveness and termination.

30. The two parties to the contract shall agree that if one party changes its correspondence address, it shall notify the other party in writing and fail to notify the other party of its responsibilities within a few days from the date of the change.

31. The two parties to the contract shall clearly stipulate in the contract what form the documents exchange between the two parties shall take. It should be in written form, including letters, faxes, telegrams, and in-person delivery.

32. When one party receives a notice of termination of the contract by the other party, it may promptly request the people's court or arbitration institution to confirm the validity of the termination of the contract.

The above details should be taken seriously by the two parties when signing a software development contract, and relevant procedures should be strictly followed in accordance with legal requirements, so as to avoid legal risks to the greatest extent.