Developer Services Agreement (Template)

This template sets out a legal agreement between HireChampion and an independent developer (the "Developer") for securing work on a project, and protecting project resources, intellectual property, and confidential information. This is a template — have it reviewed and tailored by qualified legal counsel before use.

1. Parties

HireChampion ("Company")
AND
Developer: [Developer Full Name / Company]

2. Effective Date

The date this Agreement is signed by the last party to sign (the "Effective Date").

3. Recitals

This Agreement describes the terms under which the Developer will provide software development and related services (the "Services") to the Company in respect of the Project identified in Annex A.

4. Definitions

• Project Resources: all source code, design files, project documentation, credentials, datasets, development environments, cloud resources, access to code repositories, and any other assets described in Annex B.
• Deliverables: the items the Developer must deliver as set out in Annex A.
• Confidential Information: non-public information disclosed by either party related to business, technology, products, customers, or pricing.

5. Scope of Services

The Developer will perform the Services described in Annex A and deliver the Deliverables according to the milestones and acceptance criteria set out therein. Any change to scope must be agreed in writing.

6. Access to Project Resources & Security

1. Company will provide the Developer only the minimum access necessary to perform the Services. Access credentials remain Company property and must not be shared.
2. Developer must follow Company security policies and best practices (including secure password management, MFA, least privilege, and secure storage of secrets). Where practical, the Company will use time-limited or scoped credentials.
3. Developer must report any security incidents, data breaches, or unauthorized access immediately to the Company and assist with remediation.
4. Upon termination or completion, the Developer will return or destroy all Project Resources and any Company Confidential Information, and will certify compliance in writing.

7. Intellectual Property & License

a) Unless otherwise agreed in writing, all Deliverables and all intellectual property rights arising from the Services will be assigned to the Company upon full payment ("Work Product").
b) Developer hereby irrevocably assigns to Company all right, title and interest in and to the Work Product and all associated intellectual property rights. Developer agrees to sign any documents necessary to give effect to this assignment.

8. Compensation & Expenses

Company will pay the Developer the fees set out in Annex A. Expenses must be pre-approved in writing by the Company. Payments are subject to any applicable taxes and payment terms in Annex A.

9. Confidentiality

Each party will keep Confidential Information secret and use it only for the purposes of this Agreement. Confidential Information may be disclosed only to those employees, contractors, or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein.

10. Warranties & Representations

• Developer represents that the Deliverables will be original, free of third-party claims, and will not infringe any third party's IP rights.
• Developer warrants that it will perform the Services with reasonable skill and care in accordance with industry standards.

11. Indemnity

Developer will indemnify and hold Company harmless from any losses, damages, liabilities, costs or expenses (including reasonable attorneys' fees) arising from claims that the Deliverables infringe third-party intellectual property rights or from Developer's breach of this Agreement.

12. Limitation of Liability

Except for liability resulting from gross negligence, willful misconduct, or Developer's breach of its IP or confidentiality obligations, neither party will be liable to the other for consequential, incidental, special, or punitive damages. The parties' aggregate liability will be limited to the total fees paid under this Agreement in the 12 months preceding the claim.

13. Term & Termination

This Agreement will continue until the Services are completed or until terminated as provided herein. Either party may terminate for material breach if the breach is not cured within 30 days after written notice. On termination, Developer will promptly return all Project Resources and Company Confidential Information.

14. Data Protection

Where Developer processes personal data on behalf of Company, the parties will comply with applicable data protection laws. Developer will implement appropriate technical and organizational measures to protect personal data.

15. Non-Solicitation

During the term of this Agreement and for 12 months following its end, Developer will not solicit or hire Company employees or contractors without Company's prior written consent.

16. Governing Law & Dispute Resolution

This Agreement will be governed by the laws of [jurisdiction]. The parties will attempt to resolve disputes in good faith; unresolved disputes will be finally settled by arbitration in [venue] or the courts of [jurisdiction], as elected by Company.

17. Miscellaneous

• This Agreement constitutes the entire agreement between the parties with respect to its subject matter.
• Any amendments must be in writing and signed by both parties.
• Neither party may assign this Agreement except with prior written consent of the other party, except that Company may assign to an affiliate or purchaser of substantially all of its business.

18. Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates below.

Annex A — Project Deliverables & Payment

Describe the project, milestones, deliverables, acceptance criteria, timelines, and payment schedule here. Example:

• Milestone 1 — Requirements & design: due [date] — fee [amount]
• Milestone 2 — Implementation & unit tests: due [date] — fee [amount]
• Milestone 3 — UAT & handover: due [date] — fee [amount]

Annex B — Project Resources (examples)

List project resources that the Developer will be granted access to; be explicit about scope and credentials lifecycle. Example:

• Git repository: git@github.com:hirechampion/project-repo.git (read/write for the duration)
• Cloud environment: AWS account/project [identifier] (scoped IAM role with limited permissions)
• Design files: Figma project [link] (view/comment/edit as agreed)
• Test data and datasets: [location and data handling restrictions]

Note: This document is a template and does not constitute legal advice. Please have it reviewed and adapted by your legal counsel to match your jurisdiction and specific commercial terms.