App development agreement:
12 clauses that protect you

Attach a written scope: features, platforms (Android, iOS, web), screens or user stories, integrations, what the admin panel does, and what is explicitly out of scope. Vague scope is the root of most disputes.

Define "done" in testable terms for each milestone — for example, "the booking flow works end to end on these test devices with no critical defects." Set a review window (say, five working days) after which a milestone is deemed accepted if no defects are reported.

Tie payments to accepted, working software: a modest advance, payments per milestone, and a final payment on handover. Include invoicing, GST and payment timelines.

Sample: "The Client shall pay each milestone fee within 10 working days of written acceptance of that milestone."

Changes will happen. Require a written change request, an estimate of cost and time impact, and written approval before work starts. This one clause prevents most arguments about invoices.

The most important clause. Under India's Copyright Act, 1957, an assignment of copyright is not valid unless it is in writing and signed by the assignor¹. Your agreement should assign to your company all rights in the code, designs, documentation and other work created for the project, on payment, and oblige the developer to sign any further documents needed.

Sample: "All deliverables and all intellectual property rights in them are hereby assigned to the Client upon payment of the corresponding fees, and the Developer shall execute such documents as the Client reasonably requires to record this assignment."

Developers rightly reuse libraries and their own templates. Require a list of third-party and open-source components with their licences, a guarantee that nothing restricts your use or sale of the app, and a licence to any pre-existing developer code that remains in the product.

Both sides keep the other's business information, code and data confidential, during the project and for a set period after. Exclude information that is already public.

If the developer handles personal data — test users, production databases, analytics — set out how it is protected, who may access it, and what happens on a breach. India's Digital Personal Data Protection Rules were notified in November 2025 with a phased compliance timeline³. Ask for secure coding practices and reference a standard such as the OWASP Mobile Application Security Verification Standard⁴.

A warranty period after acceptance — commonly 30 to 90 days — during which defects in the delivered work are fixed at no charge. Define severity levels and response times, and distinguish defects from new features.

Spell out what you receive: source code in your repository, build and deployment instructions, credentials and keys, store and cloud accounts in your name, design files and a short technical document. Include a few weeks of handover support if you will change teams.

Let either side end the agreement with notice, and you to end it immediately for serious breach. On termination you pay for accepted work and work in progress, and you receive everything produced so far — including the IP assignment for it.

Set an escalation path (project leads, then senior management), then mediation or arbitration under the Arbitration and Conciliation Act, 1996², with a named seat and Indian law as the governing law. For overseas developers, agree the law and seat explicitly.

• The scope is attached and lists what is out of scope
• Every milestone has testable acceptance criteria
• Payments follow accepted work; the advance is modest
• The IP assignment is written, signed and covers all deliverables
• Third-party licences are listed and allow commercial use
• The code repository and all accounts are in your company's name
• Warranty period, severity levels and response times are defined
• Termination lets you leave with everything you paid for
• A lawyer has reviewed the final draft

IP assignment — a written transfer of ownership of intellectual property. Acceptance criteria — the conditions a deliverable must meet to be accepted. Change request — a formal, priced request to alter the agreed scope. Warranty period — the time after acceptance during which defects are fixed free. Arbitration — private dispute resolution by an arbitrator instead of a court.