SOFTWARE DEVELOPMENT AGREEMENT.
This Software Development Agreement (hereinafter referred to as the “Agreement”) is made and entered on this ____ day of _____ 2021 (the “Effective Date”), between Spealz Inc. 1755 N. Brown Rd, Suite 200, Lawrenceville, GA 30043 (hereinafter referred to as the “Company”), and Peter W. Gray, Euiseong Jeoung, Tam Truong, and Min Htat Kyaw at Georgia Institute of Technology, 219 Uncle Heinie Way, Atlanta, GA 30332-0320 (herein referred to as the “Freelancers”).
NOW THEREOF, in consideration of the mutual covenants and promises made by the Parties hereto, the Parties covenant and agree as follows:
- TERM.
The initial term of this Agreement shall be for a period Six Months commencing on the Effective Date herein.
- SCOPE.
The Freelancers shall design and implement an essay builder functionality, consisting of wireframes, interactive HTML mockups, and application source code written in ReactJS, NodeJS, Typescript, and SQL for the Company’s platform/system. The Implementation shall consist of developing the actual feature and integrating it with the current platform and functionality.
- COMPENSATION.
The Company shall provide the Freelancers with a professional letter of recommendation for their class project and future projects with prospective clients/companies based on their performance on the project covered under this Agreement.
- PROPRIETARY RIGHTS.
The Company shall own proprietary right over the feature, product, invention or materials covered under this Agreement. The Company shall have sole ownership to use, reuse, alter and commercialize the feature, product, invention or materials as it pleases. The Freelancers understand that upon transfer of the finished project to the Company, they shall forfeit their proprietary rights and shall not lay any claims over the said feature, product, invention or materials.
- FORCE MAJEURE/CANCELLATION/TERMINATION.
- The Parties acknowledge that either Partner can cancel/terminate this Agreement at any time provided that they issue a 30-day written Notice on the same, the Freelancers can terminate this Agreement on grounds that they are unable to deliver the project’s milestones in a timely and quality manner.
- The failure on the part of the Freelancers employees to perform their obligation under this contract will not be considered as default if such failure is the result of natural calamities, acts or God, Covid-19, extreme adverse disasters and circumstances beyond the control of the parties. The Freelancers shall inform the Company of such inconveniences promptly[KR1] .
- MODIFICATIONS/DISPUTE RESOLUTION/GOVERNING LAW AND JURISDICTION.
- This Agreement contains the entire Agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.
- In the event of disputes arising from the execution of this Agreement, the Parties agree to use a mediator to resolve the matter at the expense of each Party. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, USA. Exclusive jurisdiction and venue shall be in George, USA.
- This Agreement shall be binding upon and inure to the benefit of the Company and the Freelancers and their respective successors and assigns, provided that the Freelancers may not assign any of their obligations under this Agreement without the Company’s prior written consent.
- Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date.
COMPANY: _____________ _________________________ ___________
(SIGNATURE) (NAME) (DATE)
FREELANCER: _____________ ________________________ ___________
(SIGNATURE) (NAME) (DATE)
FREELANCER: _____________ ________________________ ___________
(SIGNATURE) (NAME) (DATE)
FREELANCER: _____________ ________________________ ___________
(SIGNATURE) (NAME) (DATE)
FREELANCER: _____________ ________________________ ___________
(SIGNATURE) (NAME) (DATE)
[KR1]Should this be Freelancers? Not sure if this statement should be here.
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