Project Closeout Contracts

FINAL ACCEPTANCE CERTIFICATE

Project: [Project Name]
SOW Reference: [SOW Number/Date]
Developer: [Developer Name]
Client: [Client Name]
Date: [Date]

Client hereby certifies that:

1. All Deliverables listed in the SOW have been delivered by Developer.

2. Client has completed acceptance testing in accordance with the acceptance criteria set forth in the SOW.

3. All Deliverables conform to the specifications and acceptance criteria.

4. Client accepts all Deliverables as complete and satisfactory.

5. Upon execution of this Certificate, Developer is entitled to final payment of $[Amount] in accordance with the payment terms of the Agreement.

6. The warranty period for the Deliverables begins on the date of this Certificate and extends for [90] days thereafter.

This acceptance is subject only to Developer's warranty obligations as set forth in the Agreement.


CLIENT:                              DEVELOPER:
_________________________           _________________________
Signature                           Signature

_________________________           _________________________
Name/Title                          Name/Title

_________________________           _________________________
Date                                Date

IP ASSIGNMENT CONFIRMATION

Developer confirms and agrees that, pursuant to the Agreement dated [Date]:

1. ASSIGNMENT. Developer has assigned, and hereby confirms the assignment of, all right, title, and interest in and to the Work Product to Client, including all intellectual property rights therein. "Work Product" means all deliverables, source code, object code, documentation, designs, inventions, and other materials created by Developer in the performance of the Agreement.

2. FURTHER ASSURANCES. Developer agrees to execute any additional documents and take any actions reasonably requested by Client to perfect, evidence, or enforce Client's ownership of the Work Product.

3. MORAL RIGHTS. To the extent permitted by law, Developer waives all moral rights in the Work Product, including rights of attribution and integrity.

4. PRE-EXISTING MATERIALS. The following Pre-Existing Materials are excluded from the assignment and are licensed to Client pursuant to Section [X] of the Agreement:
   - [List pre-existing materials]

5. THIRD-PARTY MATERIALS. The following third-party materials are incorporated in the Deliverables. Client is responsible for maintaining applicable licenses:
   - [List third-party components and licenses]

Developer represents and warrants that (a) Developer has full right and authority to make the foregoing assignment; (b) the Work Product is original and does not infringe any third-party intellectual property rights; and (c) Developer has not previously assigned or encumbered any rights in the Work Product.

CODE REPOSITORY TRANSFER

1. REPOSITORY TRANSFER. Developer has transferred ownership of the following code repositories to Client:

   Repository: [Repository Name/URL]
   Platform: [GitHub/GitLab/Bitbucket]
   Transfer Date: [Date]
   New Owner: [Client GitHub/GitLab Username or Organization]

2. TRANSFER INCLUDES:
   a) Complete source code and commit history
   b) All branches and tags
   c) Issue tracking history and documentation
   d) CI/CD pipeline configurations
   e) Wiki and project documentation

3. ACCESS CREDENTIALS. Developer has provided or transferred the following credentials and access:
   a) Repository admin access
   b) Deployment credentials: [List]
   c) API keys: [List - stored in secure location]
   d) Third-party service accounts: [List]
   e) Domain registrar access: [Details]
   f) Hosting/cloud platform access: [Details]

4. DEVELOPER ACCESS REMOVAL. Developer confirms that all Developer personnel access to the repositories and associated services has been revoked, except for: [List any retained access and purpose].

5. DOCUMENTATION. Developer has provided the following documentation:
   a) README with setup and build instructions
   b) Architecture documentation
   c) API documentation
   d) Deployment runbook
   e) Environment configuration guide

6. CLIENT ACKNOWLEDGMENT. Client acknowledges receipt of all transferred items and accepts responsibility for ongoing maintenance, security, and backups.

WARRANTY DISCLAIMER

THE DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.

DEVELOPER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR QUALITY.

DEVELOPER DOES NOT WARRANT THAT THE DELIVERABLES WILL MEET CLIENT'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, OR BE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE.

CLIENT ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE DELIVERABLES. SHOULD THE DELIVERABLES PROVE DEFECTIVE, CLIENT ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO CLIENT. IN SUCH JURISDICTIONS, DEVELOPER'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

CLIENT ACKNOWLEDGES THAT CLIENT HAS READ THIS DISCLAIMER, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS.

Client Initials: _______ Date: _______

LIMITED WARRANTY

1. WARRANTY. Developer warrants that, for a period of ninety (90) days following Final Acceptance (the "Warranty Period"), the Deliverables will perform substantially in accordance with the specifications set forth in the Statement of Work.

2. REMEDY. If Client notifies Developer in writing of a breach of this warranty during the Warranty Period, Developer will, at its option: (a) repair or correct the nonconforming Deliverable at no additional cost to Client; or (b) refund a portion of the fees paid attributable to the nonconforming Deliverable. This remedy is Client's exclusive remedy for breach of this warranty.

3. EXCLUSIONS. This warranty does not cover defects or failures caused by:
   a) Modifications made by anyone other than Developer
   b) Use of the Deliverables other than as specified in the documentation
   c) Client's failure to implement updates or corrections provided by Developer
   d) Third-party software, hardware, or services
   e) Force majeure events
   f) Client's breach of the Agreement

4. WARRANTY CLAIMS. To make a warranty claim, Client must: (a) notify Developer in writing within the Warranty Period; (b) provide detailed description of the defect; (c) provide reasonable cooperation and access to reproduce the defect.

5. RESPONSE TIME. Developer will acknowledge warranty claims within [2] business days and provide an estimated resolution timeline. Critical defects (system down/unusable) will be addressed with reasonable priority.

6. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE DELIVERABLES ARE PROVIDED "AS IS." DEVELOPER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION. IN NO EVENT SHALL DEVELOPER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY WARRANTY CLAIM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TRANSITION AND HANDOFF OBLIGATIONS

Developer agrees to complete the following transition activities prior to or concurrent with project closeout:

CODE AND REPOSITORY:
[ ] Transfer repository ownership to Client
[ ] Provide complete commit history
[ ] Remove all Developer personnel access
[ ] Document all branches and their purposes
[ ] Clean up and archive unused branches
[ ] Ensure all code is properly commented

DOCUMENTATION:
[ ] Provide system architecture documentation
[ ] Provide API documentation
[ ] Provide database schema documentation
[ ] Provide user documentation/manuals
[ ] Provide administrator documentation
[ ] Provide deployment/operations runbook

CREDENTIALS AND ACCESS:
[ ] Transfer all API keys and secrets
[ ] Transfer domain registrar access
[ ] Transfer hosting/cloud account access
[ ] Transfer SSL certificate management
[ ] Provide list of all third-party services and credentials
[ ] Transfer monitoring/logging access

ENVIRONMENTS:
[ ] Document all environment configurations
[ ] Transfer production environment access
[ ] Transfer staging environment access
[ ] Transfer development environment setup instructions
[ ] Provide environment variable documentation

KNOWLEDGE TRANSFER:
[ ] Conduct [X] hours of knowledge transfer sessions
[ ] Record knowledge transfer sessions (if requested)
[ ] Answer reasonable questions during transition period
[ ] Introduce Client to third-party vendors (if applicable)

COMPLETION: Developer and Client will sign off on completion of each category above. Any items not completed will be listed with agreed timeline for completion.

Developer: _________________ Date: _______
Client: _________________ Date: _______

MUTUAL RELEASE OF CLAIMS

This Mutual Release ("Release") is entered into as of [Date] by and between [Developer Name] ("Developer") and [Client Name] ("Client").

RECITALS

A. Developer and Client entered into [Agreement Name] dated [Date] (the "Agreement") for software development services.

B. The project has been completed and Client has issued Final Acceptance.

C. The parties wish to release each other from any claims arising from the Agreement and the project.

RELEASE

1. DEVELOPER RELEASE. Developer, on behalf of itself and its officers, directors, employees, agents, successors, and assigns, hereby releases and forever discharges Client and its officers, directors, employees, agents, affiliates, successors, and assigns from any and all claims, demands, damages, liabilities, actions, and causes of action of any kind, whether known or unknown, suspected or unsuspected, that Developer now has or may have arising out of or related to the Agreement or the project.

2. CLIENT RELEASE. Client, on behalf of itself and its officers, directors, employees, agents, successors, and assigns, hereby releases and forever discharges Developer and its officers, directors, employees, agents, affiliates, successors, and assigns from any and all claims, demands, damages, liabilities, actions, and causes of action of any kind, whether known or unknown, suspected or unsuspected, that Client now has or may have arising out of or related to the Agreement or the project.

3. CALIFORNIA CIVIL CODE SECTION 1542 WAIVER. Each party acknowledges that it has been advised by legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

EACH PARTY, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR EFFECT.

Developer Initials: _______ Client Initials: _______

4. EXCLUSIONS. This Release does not release:
   a) Developer's warranty obligations for the Warranty Period
   b) Obligations under any Support Agreement between the parties
   c) Confidentiality obligations that survive termination of the Agreement
   d) Indemnification obligations for third-party intellectual property claims
   e) Obligations under this Release itself

5. REPRESENTATIONS. Each party represents and warrants that: (a) it has full authority to execute this Release; (b) it has not assigned or transferred any claims released herein; (c) it has had the opportunity to consult with legal counsel regarding this Release.

6. GOVERNING LAW. This Release shall be governed by the laws of the State of California.

7. ENTIRE AGREEMENT. This Release constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings.

IN WITNESS WHEREOF, the parties have executed this Release as of the date first written above.

DEVELOPER:                           CLIENT:
_________________________           _________________________
Signature                           Signature

_________________________           _________________________
Name/Title                          Name/Title

_________________________           _________________________
Date                                Date

NON-DISPARAGEMENT

1. MUTUAL NON-DISPARAGEMENT. Each party agrees not to make, publish, or communicate to any person or entity any Disparaging Comments about the other party or its officers, directors, employees, agents, products, or services.

2. DEFINITION. "Disparaging Comments" means any negative, critical, or derogatory statements, whether written or oral, that would reasonably tend to damage the reputation, goodwill, or business relationships of the other party. This includes, without limitation, statements on social media, review websites, professional networking sites, industry forums, and communications with clients, prospective clients, or business partners.

3. PERMITTED STATEMENTS. This provision does not restrict:
   a) Truthful statements made in response to legal process or government inquiry
   b) Truthful statements made to legal counsel for the purpose of seeking legal advice
   c) Statements required by law or regulation
   d) Factual statements regarding the scope and nature of work performed (e.g., portfolio descriptions)
   e) Good-faith internal communications within each party's organization

4. REMEDY. The parties acknowledge that Disparaging Comments would cause irreparable harm not adequately compensable by money damages. Accordingly, either party may seek injunctive relief to prevent breach of this provision, in addition to any other remedies available at law or in equity.

5. DURATION. This non-disparagement obligation shall survive termination of the Agreement and this Release for a period of [three (3) years] from the date of this Release.

6. EXISTING STATEMENTS. Each party represents that, as of the date of this Release, it has not made any Disparaging Comments about the other party. If either party becomes aware of any such statements made by its personnel, it will use reasonable efforts to remove or retract such statements.