This Software Development and SaaS Agreement (hereinafter referred to as the “Agreement”) is made and entered on this ____ day of _____ 2021 (the “Effective Date”), between Gap Commerce, Contact Info: ______________________________ (hereinafter referred to as the “Company”), and _____________________, Contact Info:  _________________________________, (herein referred to as the “Client”).

NOW THEREOF, in consideration of the mutual covenants and promises made by the Parties hereto, the Parties covenant and agree as follows:

  1. TERM.

The initial term of this Agreement shall be for a period ______ [Days/Weeks/Months/Years] commencing on the Effective Date herein.

  • SCOPE.

The Company shall offer the Client SaaS E-commerce solutions to the Client, the Company’s obligations shall include but will not be limited to setting up the Client’s website, hosting/supporting the Client’s website, product customization and specific shipping solutions. Other obligations shall include;

  1. __________________________________________________________.
  2. __________________________________________________________.
  3. __________________________________________________________.
  4. __________________________________________________________.

The Client shall pay ______________ Dollars as monthly subscription fees, and ______________ Dollars for the services that shall be paid as follows; 25% paid on the Effective Date herein, 25% during the project and 50% when the project has been completed.


The Parties understand and acknowledge that that Client shall own all the copyrights and intellectual proprietary rights over the content and website developed by the Company. The Client shall during the term of this Agreement and the termination/cancellation thereof, control, use, edit, commercialize and publish/post on the website as they see fit without notice and/or consent from the Company. The Company understands that its association and/or work relationship with the Client does not confer upon it any rights to the content/website developed for the Client.


The Company represents and warrants that;

  1. The Company is the owner of the entire right, title and interest in and to any works covered therein.
  2. The Company has the sole right and authority to enter into the Agreement and grant the rights hereunder.
  3. The Company has not previously granted any rights or licenses in or to the works covered herein.
  4. Unless approved by the Client in writing, the Company shall not incorporate any intellectual property belonging to the Company or third parties into any works covered herein.
  5. The Company is in compliance with all federal, state, county, and municipal laws, regulations and ordinances applicable to the Company and shall perform the services covered herein without violation of the foregoing, and
  6. The Company is qualified to perform the services covered herein. In the event any inventions and work may not legally be assigned to the Client or if the Company incorporates its own or a third party’s code or any intellectual property or invention into the performance of Services and resulting work product, the Company hereby grants the Client an irrevocable, perpetual, sub licensable, world-wide, royalty free license to use, sale, publish, and share such inventions for commercial purposes. Prior to incorporating the Company’s own or a third party’s intellectual property or invention into the performance of Services, the Company shall notify the Client and obtain the Client’s written approval.

The Company shall not, during the term of this Agreement and termination/cancellation thereof, be held responsible for any copyright infringement cases that may be brought against the Client for any content posted on the Client’s website. The Client agrees that it shall protect and indemnify the Company against all and any legal claims arising from the content posted on the Client’s Website. The Client shall be solely responsible in the event of legal action arising from the use of the Client’s website.


The Parties agree to keep details of this Agreement and any other confidential information about the Client and/or the Client’s trade secrets covered under this Agreement and the dealings of the Client confidential. The Company acknowledges that during the term of this agreement and for the purpose of performing its obligations as covered herein, it may have access to Client’s confidential information. The Company shall not use the said information without prior written consent by the Client except when;

  • The information is required by law.
  • The information is already in the public domain.

The Company shall be retained as an independent contractor.  The Company shall be fully responsible for payment of their own income taxes on all compensation earned under this Agreement.  The Client shall not withhold or pay any income tax, social security tax, or any other payroll taxes on the Company’s behalf during the term of this Agreement.

    • This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns, provided that none of the Parties may assign any of their obligations under this Agreement without prior written consent of the Parties. 
    • The waiver by either Party of any breach or failure to enforce any of the terms of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 

In the event of disputes arising about the execution of this Agreement and/or performance of obligations stated herein, the Parties shall solve such issues through a mediation process in accordance with the ADR rules and regulations of the State of California, USA.


The Parties acknowledge that any Party can terminate/cancel this Agreement at any time provided that they issue a ___ day Written Notice on the same. The Company may at any time and without any prior communication terminate/cancel this Agreement in the event that the Client fails to make timely payments as stated in Clause 3.


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.


This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA. Exclusive jurisdiction and venue shall be in California, USA.

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)

CLIENT: ________________     _________________________________     ___________

                   (SIGNATURE)                       (NAME)                                               (DATE)

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