CONTRACT FOR THE PROVISION OF SOFTWARE AND APP DEVELOPMENT

August 23, 2023

SERVICES

CONTRACT FOR THE PROVISION OF SOFTWARE AND APP DEVELOPMENT

SERVICES

THIS CONTRACT FOR THE PROVISION OF SOFTWARE AND APP
DEVELOPMENT SERVICES (the “Contract”) is made and entered into on this 8 th day of
May Two Thousand and twenty (2020).

BETWEEN;

TERRA ORB LLC of address ………………….., a company incorporated under the
laws of the State of ……………….. (Insert State that the company was incorporated in)
of the one part (hereinafter referred to as “the company”);

AND

…………………….. (Describe the client, their address and the profession/business
they engage in) of the other part, (hereinafter referred to as “the Client”);

WHEREAS;

A. The company is desirous of providing software and app development services to
the Client subject to terms and conditions agreed to in this contract.
B. The client is desirous of obtaining software and app development services from
the company subject to payment of agreed consideration and upon agreeing to
the terms and conditions set out therein.
C. Both parties agree to be bound by the terms and conditions set out in this
contract.

  1. DEFINITIONS AND INTERPRETATION
    1.1. In this Contract, except to the extent expressly provided otherwise:
    “Contract” means this contract, and any amendments to this agreement from time
    to time;
    “Company” Terra Orb LLC;
    “Effective Date” means the date of execution of this Contract;
    “Client means” ………………

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“Parties” means both the Company and the Client;
“Proprietary or Confidential Information” includes, without limitation, written or
oral contracts, trade secrets, knowhow, business methods, business policies,
memoranda, reports, records, or financial information; and
“U.S” shall mean all the 50 states of the United States of America.
1.2. Any annexures to this Contract shall form an integral part of and be construed in
accordance with this Contract.
1.3. Reference to any Party hereto shall, where the context admits, be deemed to
include, as appropriate, its permitted successors, personal representatives or
assigns.
1.4. The headings in this Contract are included for convenience only and shall not
affect the interpretation or construction of this Agreement.
1.5. Words denoting the singular shall include the plural and vice versa.

  1. TERMS OF DELIVERY OF SERVICE
    2.1. The Company hereby undertakes to satisfactorily provide software and app
    development services to the client herein ensuring to observe the highest level of
    quality in such service.
    2.2. The client specifically seeks (insert service required) ………………….. from the
    company, and the company undertakes to deliver this service within ……………
    days/months of receiving firm instructions.
    2.3. The company is highly skilled and possesses high expertise in the field of
    technology. However, should the need arise; the company with the consent of the
    client, may involve a third party with special expertise in the contracted project.
    2.4. In the event that the company seeks expertise from a third party with the consent
    of the client, the client will indemnify and hold harmless the company and pursue
    dispute resolution with the third party through arbitration.
    2.5. The company is committed to serving the client with unreserved excellence.
    However, in the event that the client is dissatisfied with the quality of the outcome
    of the service, the client shall allow the company ninety (90) days to consult a

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separate expert team, fix or redo the project before engaging in any action
including dispute resolution.
2.6. In the event that the client is dissatisfied with the quality of the outcome of the
service offered by the company, the client will notify the company of the
dissatisfaction within ………………..days failure to which the company will not take
any responsibility thereon.

  1. CONSIDERATION
    In consideration of the Company providing the agreed services to the client, the client
    shall pay $ ………..payable in lump sum (cheque/cash/bank transfer) within (insert
    duration)………… or in ……………….installments of $ ………each.
  2. INDEMNIFICATION
    The client hereby agrees to indemnify and hold harmless the Company from and
    against any liability that may accrue as a result of the company’s engagement with a
    third party on behalf of the client or any other liability occasioned in connection with the
    client.
  3. CONFIDENTIALITY
    5.1. The Parties shall maintain the confidentiality of all the confidential affairs and/or
    information of each other and shall not disclose such information to a third party
    without the express consent of that party.
    5.2. Each party’s Proprietary or Confidential Information shall remain the sole and
    exclusive property of that party.
  4. RELATIONSHIP OF THE PARTIES
    6.1. The Parties herein are independent from each other. Nothing contained in this
    Contract will be construed to create the relationship of principal and agent or
    employer and employee with the Company.
    6.2. Each party shall be responsible for all taxes arising as a result of or in connection
    with this Contract or the transactions contemplated by this Agreement.

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  1. TERMINATION
    7.1. This contract shall become effective on the Effective Date and shall continue in
    effect for a period of (Insert duration) ………………..unless terminated by either
    party, upon the provision of 30 days’ notice to the other party.
  2. SEVERABILITY OF PROVISIONS
    8.1. If any provision or part-provision of this contract is or becomes invalid, illegal or
    unenforceable, it shall be deemed modified to the minimum extent necessary to
    make it valid, legal and enforceable. If such modification is not possible, the
    relevant provision or part-provision shall be deemed deleted. Any modification to
    or deletion of a provision or part-provision under this Clause shall not affect the
    validity and enforceability of the rest of this contract.
    8.2. If one Party gives notice to the other of the possibility that any provision or part-
    provision of this contract is invalid, illegal or unenforceable, the Parties shall
    negotiate in good faith to amend such provision so that, as amended, it is legal,
    valid and enforceable, and, to the greatest extent possible, achieves the intended
    commercial result of the original provision.
  3. WAIVER
    9.1. Failure by either party to enforce any provision of this contract will not constitute a
    waiver or affect its right to require the future performances thereof, nor will its
    waiver of any breach of any provision of this Agreement constitute a waiver of any
    subsequent breach or nullify the effectiveness of any provision.
    9.2. No waiver will be binding unless made in writing and signed by the party making
    the waiver and specifically stating that it waives a provision of this Agreement.
  4. GOVERNING LAW AND DISPUTE RESOLUTION
    10.1. This contract shall be governed by, and construed in accordance with the laws of
    the State of ………………..

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10.2. Any dispute arising out of or in connection with this contract shall be settled
amicably by the parties in good faith failure to which the dispute will be referred to
arbitration.
10.3. The parties shall agree on arbitrator, failure to which each party shall appoint
their own arbitrator and the two arbitrators shall appoint one more arbitrator.

  1. NON-ASSIGNMENT
    Neither this Agreement nor any rights or obligations hereunder shall be assigned by
    either party hereto (other than by operation by law) without the prior written consent of
    the other party.
  2. ENTIRE CONTRACT
    12.1. This contract constitutes the entire understanding and agreement between the
    Parties, and supersedes all prior negotiations, understandings or agreements
    between the Parties concerning the subject matter contained herein.
    12.2. This contract may not be modified except in a written document signed by the
    Parties and expressly referencing this contract.

IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed
in duplicate, each of which shall be considered an original, by their respective signatory
officials thereunto duly authorized as of the day and year first above written.
Signed by or on behalf of:

COMPANY CLIENT

Signatory’s
Full Name:
Position in
Company:
Signature:

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