軟體與網站開發協議書

• ConfidentialityBoth sides keep each other's non-public information private.
• Ownership of Work ResultsThe client owns the delivered work after paying; the provider keeps their own tools.
• Late PaymentSets payment terms and a charge for paying late. Check local limits on interest.
• Termination on NoticeEither side may end the agreement with notice; finished work is still paid.
• Non-SolicitationNeither side poaches the other's staff for a set time. Some places restrict such clauses.
• Limitation of LiabilityCaps how much each side can owe the other. Local law may not allow every limit.
• ExpensesSays which costs the client pays back and how.
• Independent ContractorStates the provider is self-employed, not an employee. Local rules look at the real relationship.
• SubcontractingThe provider needs consent to hand work to others.
• Resolving DisagreementsThe parties try talking, then mediation, before other steps.

一般條款

• Entire AgreementOnly what is written here counts, not earlier talks.
• Changes in WritingChanges need a written document signed by everyone.
• SeverabilityIf one part fails, the rest still stands.
• NoticesSays how and where official notices are sent.
• Transfer of the AgreementNeither side can pass the agreement to someone else without consent.
• Copies and Electronic SignaturesAllows signing separate copies or signing electronically where that is recognised.
• Applicable Law and DisputesNames the country's law and courts for disputes. Some rules apply regardless of this choice.