This agreement is made on [insert date] (the Commencement Date) between the following:

Parties

1. 1

   [insert supplier name] a company incorporated in England and Wales whose registered number is [insert company number] and whose registered office is at [insert registered office] (Supplier); and

1. 2

   [insert customer name] a company incorporated in England and Wales whose registered number is [insert company number] and whose registered office is at [insert registered office] (Customer),

each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties.

Background

1. 1. (A)

      The Supplier is [an experienced software developer and] [insert the Supplier’s background details and the background to the relevant transaction].

   1. (B)

      The Customer is [insert the Customer’s background details].

   1. (C)

      On the terms of this Agreement, the Supplier will develop software for the Customer, and licence (or procure the licensing of) certain other software applications.

The parties agree:

1. 1. 1

      Definitions and interpretation

      1. 1.1

         In this Agreement:

         Acceptance

         1. •

            means the successful completion of all Acceptance Criteria for all Acceptance Tests;

         Acceptance Criteria

         1. •

            means,