< On Letterhead of the company >
### Standard Software Development Services Agreement

**This Agreement ("Agreement")** is made and entered into on [Effective Date] by and between:

1. **[Entity Name]**, a company organized under the laws of [Jurisdiction], with its principal place of business at [Address] ("Client"), and
2. **[Contractor Name]**, an independent contractor residing at [Address] ("Contractor").

The parties agree as follows:

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### **1. Scope of Work**
1. **Description of Services**:
The Contractor agrees to provide software development services as described in **Exhibit A** ("Services").

2. **Deliverables**:
- List specific deliverables (e.g., functional software, documentation, testing reports).
- Include milestones, if applicable.

3. **Specifications**: **(Optional)**
The Services and Deliverables must conform to the specifications provided by the Client.

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### **2. Term and Termination**
1. **Term**:
This Agreement will commence on [Start Date] and remain in effect until [End Date] or until all Services are completed, unless terminated earlier.

2. **Termination**:
Either party may terminate this Agreement:
- Upon [X] days' written notice for convenience.
- Immediately for cause (e.g., breach of contract, failure to meet milestones).
- List the conditions of breach of contract for both parties.

3. **Effect of Termination**:
Upon termination, the Contractor will deliver all work completed to date and return any materials belonging to the Client.

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### **3. Payment Terms**
1. **Compensation**:
- The Client will pay the Contractor [amount, e.g., $X/hour, milestone-based payments, or flat fee].

2. **Payment Schedule**:
- Payments will be made upon completion of milestones, as detailed in **Exhibit B**, or on [specific frequency].

3. **On-Chain Payments (if applicable)**:
- Payments will be made in USDC to the Contractor's wallet address: [Wallet Address].

4. **Reimbursement**: **(if applicable)**
The Client will reimburse pre-approved expenses incurred during the performance of Services.

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### **4. Confidentiality**
1. **Confidential Information**:
The Contractor agrees to keep all Client information confidential and not disclose it to any third party without prior written consent.

2. **Duration**:
Confidentiality obligations survive termination of this Agreement for [X] years.

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### **5. Intellectual Property**
1. **Ownership**:
- All Deliverables and intellectual property created during this Agreement shall be the exclusive property of the Client.

2. **License to Contractor**:
The Contractor retains no rights to reuse or modify the Deliverables without prior approval from the Client.

1. **Open-Source Licensing**: **(For Open Source Contributions)**
- The Deliverables developed under this Agreement will be governed by open-source principles and licensed under the [specify license, e.g., MIT License, Apache 2.0 License].
- Detailed terms regarding ownership, licensing, and repository management are outlined in **Exhibit C**.

2. **Attribution and Contributions**: **(For Open Source Contributions)**
- The Contractor and Client may be credited as contributors in project documentation or repositories, consistent with open-source standards.
- Both parties agree to encourage and manage third-party contributions in line with open-source best practices.

3. **No Proprietary Claims**: **(For Open Source Contributions)**
- Both parties acknowledge that no proprietary claims may be made on the Deliverables once they are released as open-source software.

### **6. Warranties**
1. **Contractor Warranties**:
- Services will meet agreed-upon specifications and deadlines.
- Deliverables will meet the standards conveyed to the contractor.

2. **Exclusions**:
- The Contractor is not responsible for issues caused by third-party dependencies or Client-provided information.

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### **7. Liability**
1. **Limitation of Liability**:
Neither party will be liable for indirect, incidental, or consequential damages arising from this Agreement.

2. **Cap on Liability**:
The Contractor's total liability is limited to the total fees paid under this Agreement.

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### **8. Dispute Resolution**
1. **Governing Law**:
This Agreement will be governed by the laws of [Jurisdiction].

2. **Resolution**:
Disputes will first be resolved through good-faith negotiation, and if unresolved, through binding arbitration in [Location].

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### **9. Force Majeure**
Neither party will be liable for delays or failures caused by events beyond their control (e.g., natural disasters, acts of war).

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### **10. Miscellaneous**
1. **Entire Agreement**:
This Agreement constitutes the entire understanding between the parties.

2. **Amendments**:
Any changes must be agreed to in writing by both parties.

3. **Notices**:
All notices must be sent to the addresses listed above via [email/registered mail].

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### **11. Signatures**
This Agreement is executed as of the Effective Date:

**Client**:
Name: ____________________________
Title: ____________________________
Signature: ________________________
Date: _____________________________

**Contractor**:
Name: ____________________________
Signature: ________________________
Date: _____________________________

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### **Exhibit A: Scope of Work**
- Detailed description of services, tasks, and responsibilities.

### **Exhibit B: Payment Terms**
- Milestone breakdown, deadlines, and associated payment amounts.

### **Exhibit C: Open-Source Intellectual Property Terms** (If Applicable)

1. **Open-Source Licensing**:
- All Deliverables will be released under the [specify license, e.g., MIT License, Apache 2.0 License, GNU GPL].
- Both parties agree to abide by the terms of the selected license, ensuring the project is freely available for use, modification, and distribution.

2. **Ownership**:
- The Deliverables will be owned collectively by the community under the terms of the open-source license.
- The Contractor waives proprietary ownership claims once the Deliverables are released.

3. **Pre-Existing Materials**:
- Any pre-existing intellectual property (e.g., libraries, tools) owned by the Contractor and incorporated into the Deliverables must be compatible with the open-source license.
- The Contractor grants a perpetual, royalty-free license for such materials to the Client and future users within the scope of the project.

4. **Attribution**:
- The Contractor and Client may be credited as contributors in the project documentation or repository.

5. **Third-Party Contributions**:
- Third-party contributions must comply with the open-source license and repository governance.
- The Contractor will ensure third-party code meets contribution guidelines and licensing requirements.

6. **Repository Management**:
- The Deliverables will be maintained in a publicly accessible repository (e.g., GitHub, GitLab).
- The Contractor will adhere to best practices for open-source development, including proper documentation, testing, and adherence to coding standards.

7. **Post-Project Use**:
- Once released under the open-source license, the Deliverables may be freely used, modified, or redistributed by any individual or entity in accordance with the license terms.

8. **No Proprietary Claims**:
- As an open-source project, no proprietary claims can be made on the Deliverables by either party.

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