If the Software and related documentation are supplied to or purchased by or on behalf of the United States Government, then the Software is deemed to be "commercial software" as that term is used in the Federal Acquisition Regulation system.
The rights of the United States will not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software".
The Developer shall provide the Customer with an invoice for its fees within  days of the effective date of the termination, and the Client shall pay the invoice within  days of receipt. The Developer may not assign this agreement or any of its rights under it. For example, it may be that the customer has an idea for software to improve its own internal systems, but the customer has no intent, or capability, to produce and commercialize the software.
]The Developer does not make and will not be liable for any warranties other than those expressly included in this agreement. The Developer may collect and use technical information gathered as part of its support services, but may only use this information to improve its products and services.
The Developer shall not disclose this any of this information in a form that personally identifies the Customer or it clients.] Government End Users.
Upon acceptance of the Software and payment of all compensation due to the Developer, the Developer agrees to grant and assign, and hereby grants and assigns, to the Customer its entire interest in the Software (including all intellectual and other property rights). The Developer shall indemnify the Customer[ and its officers, directors, employees, agents, and affiliates,] against all claims, liability, costs, and expenses (including attorneys' fees) arising from any third party claim or proceeding against the Customer the breach or default continues for a period of [CURE PERIOD] after delivery by the other party of written notice reasonably detailing such breach or default, then the non-breaching or non-defaulting party may terminate this agreement, with immediate effect, upon written notice to the breaching or defaulting party.
the Developer shall immediately deliver to the Customer all Software, documentation, source code, and other Customer property in its possession relating to the Software and then destroy all copies in its possession or control, and the Customer shall pay the Developer for all services rendered and work performed up to the effective date of termination, unless the Customer has terminated for cause, in which case it will only be required to pay fair value. § 107(a)(1)The agreement will (hopefully) culminate in either with the developer assigning ownership of the developed software to the customer—including any copyright and patent rights in the software—or the developer granting a non-exclusive license for the customer to use the software.
Further complicating proceedings is whether the Uniform Commercial Code (UCC) should govern a Software Development Agreement.
The UCC governs transactions involving goods, it provides default rules that govern contracts for goods where either the parties were silent regarding specific obligations under that contract, or where there is unresolvable uncertainty as to what the parties did agree.
As mentioned, the UCC governs contracts for goods, it does not apply to services.
The first issue is that software has been difficult for courts to classify, whether it is a good or a service.
Licenses tend to be seen as services, while sales and assignments of software are more often treated as goods.
Furthermore, a Software Development Agreement is a contract for a service, the development by the developer, that culminates in a good (depending on whether it is a sale or a license for the developed software).
Software Development Agreement This Software Development Agreement is made on [EFFECTIVE DATE] between [DEVELOPER NAME], [whose principal place of residence is at/a [CORPORATE JURISDICTION] corporation with its principal place of business located at] [DEVELOPER ADDRESS] (the "Developer"), and [CUSTOMER NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business located at [CUSTOMER ADDRESS] (the "Customer").