The Software Development and License Agreement is essential for organizations seeking to commission custom software development while establishing clear terms for its subsequent use. This document is particularly relevant in the Nigerian market where technology adoption is rapidly growing and organizations increasingly require bespoke software solutions. It combines both development services and licensing terms in a single agreement, ensuring compliance with Nigerian legislation including the NITDA Act, Cybercrimes Act, and data protection regulations. The agreement is designed to protect both parties' interests by clearly defining project scope, development methodology, acceptance criteria, intellectual property rights, payment terms, and ongoing usage rights. It's particularly important in Nigeria's technology sector where clear documentation of technology transfer and local content requirements must be addressed.

1. Parties: Identification of the parties entering into the agreement, including registered addresses and company details

2. Background: Context of the agreement, including brief description of the parties' business and purpose of the software development project

3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement

4. Scope of Services: Detailed description of the software development services to be provided

5. Development Process: Software development methodology, phases, timelines, and deliverables

6. Acceptance Testing: Procedures for testing and accepting the developed software

7. License Grant: Terms of the software license, including scope, restrictions, and usage rights

8. Intellectual Property Rights: Ownership and rights related to the software, including pre-existing IP and newly developed IP

9. Payment Terms: Development fees, license fees, payment schedule, and related financial terms

10. Warranties and Representations: Warranties regarding software performance, service delivery, and general legal compliance

11. Support and Maintenance: Terms for ongoing support, updates, and maintenance of the software

12. Confidentiality: Protection of confidential information exchanged during the project

13. Data Protection and Security: Obligations regarding data protection, privacy, and security measures

14. Term and Termination: Duration of the agreement and conditions for termination

15. Limitation of Liability: Limitations on parties' liability and exclusions

16. General Provisions: Standard legal provisions including governing law, dispute resolution, and force majeure