SOFTWARE DEVELOPMENT AND SERVICES AGREEMENT

  SOFTWARE DEVELOPMENT AND SERVICES AGREEMENT

THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………

BETWEEN

  1. [Your Company Name], with its principal place of business at [Your Address] hereinafter referred to as the (“Developer”),

 AND

  1. [Customer’s Company Name], with its principal place of business at [Customer’s Address] hereinafter referred to as the (“Customer”).

RECITALS

WHEREAS, [Your Company Name] (“Developer”) is an experienced software development company known for delivering comprehensive software solutions;

WHEREAS, [Customer’s Company Name] (“Customer”) is seeking to enhance its operations through the creation of a sophisticated web application;

WHEREAS, both parties have engaged in discussions resulting in a detailed Development Proposal;

WHEREAS, a Non-Disclosure Agreement has been executed to safeguard confidential information;

WHEREAS, Developer’s technical expertise is essential for the successful completion of the project;

WHEREAS, Customer intends to proceed with the Application’s development based on the Development Proposal;

WHEREAS, Developer commits to diligently design, develop, and deploy the Application;

NOW, THEREFORE, the parties agree as follows:

  1. SCOPE OF WORK:

Developer, a skilled and experienced software development company, hereby agrees to provide a comprehensive array of software development services to Customer, an entity engaged in [Customer’s Industry]. The scope of these services shall encompass the meticulous design, development, rigorous testing, and precise deployment of a sophisticated web application (hereinafter referred to as the “Application”). This Application shall be meticulously designed and crafted to embody the exact functionalities, features, and specifications as meticulously outlined in the Development Proposal meticulously prepared by Developer and extensively reviewed by both parties.

  1. OWNERSHIP AND LICENSING:

Upon satisfaction of all financial obligations stipulated in this Agreement, Developer solemnly and irrevocably conveys, transfers, and assigns to Customer, without any reservation or limitation, all rights, title, and interest in and to the source code, technical documentation, and any other associated intellectual property pertinent to the Application. This assignment incorporates an enduring, worldwide, exclusive license, exempt from any royalty or fee, that authorizes Customer to use, reproduce, modify, adapt, distribute, and sublicense the Application, including any derivative works or adaptations thereof, in any manner consistent with the purpose of the Application and Customer’s business operations.

  1. SOFTWARE LICENSES AND THIRD-PARTY LIBRARIES:

Developer warrants, guarantees, and certifies that any and all third-party libraries, frameworks, modules, and software components integrated into the Application are obtained from reputable and legally authorized sources. Developer affirms that these third-party components are accompanied by proper, current, and valid licenses that allow their integration and utilization in the Application. Developer commits to provide Customer with a comprehensive inventory of these third-party components, including detailed information about their licenses and usage rights.

  1. DEPLOYMENT AND HOSTING:

The Application shall be systematically and meticulously deployed onto the AWS (Amazon Web Services) infrastructure designated and owned by Customer. Developer commits to collaborating closely with Customer’s IT and operations team to establish and configure the Application’s deployment environment. This collaboration shall include the provision of detailed guidance, best practices, and configurations to optimize the Application’s security, scalability, and performance.

  1. SOURCE CODE REPOSITORY:

Developer, in accordance with industry best practices, undertakes the responsibility of securely uploading, organizing, and maintaining the Application’s source code within Customer’s designated Gitlab code repository. This repository shall be structured in a manner that facilitates efficient version control, collaborative development, and the tracking of code modifications.

  1. DELIVERABLES AND BILLING:

The meticulous development process of the Application is meticulously subdivided into distinct, well-defined deliverables. Following the successful evaluation, validation, and approval of each deliverable by Customer, Developer shall promptly declare the deliverable as concluded. Simultaneously, Developer shall submit an invoice to Customer reflecting the predetermined price associated with the specific deliverable.

  1. ESCROW AND ADVANCE PAYMENT:

As an initial step towards the commencement of the project, Customer shall remit an initial payment, equivalent to 20% of the comprehensive project cost, to Developer. This initial payment shall be securely held in an escrow account. Subsequently, as each deliverable is meticulously developed, tested, and approved, the associated deliverable cost shall be meticulously subtracted from the escrow amount. The remaining balance shall serve as the basis for the ultimate invoice presented to Customer upon project completion.

  1. ONGOING COSTS AND MAINTENANCE:

While Developer is willing and prepared to offer guidance and insights concerning the establishment and configuration of operational accounts to facilitate the Application’s ongoing operational expenses, maintenance, and support, it is unequivocally acknowledged that the ownership of these costs, and the associated administrative responsibilities, lie squarely with Customer.

  1. CONSULTATION AND MEETINGS:

Developer’s extensive expertise and guidance are integral to the successful realization of the Application. As part of this collaboration, Developer retains the right to invoice Customer at a rate of $100 per hour for consultations, discussions, and meetings where Developer imparts its specialized insights and knowledge. Nonetheless, both parties mutually concur on the following terms to ensure fairness and transparency:

Review Sessions for Deliverables: Recognizing the pivotal role of review sessions in affirming the alignment of deliverables with Customer’s expectations, Developer pledges not to bill Customer for any time spent on these sessions. Customer’s scrutiny and validation of deliverables are essential to the quality assurance process and are an integral part of the project’s success.

Scope Expansion and Additional Deliverables: In the event that Customer initiates requests that exceed the original scope of the project or any existing deliverables, Developer shall promptly assess the nature and extent of these additional requirements. Any work that is deemed beyond the initial scope shall be classified as a new deliverable or a distinct set of deliverables. Developer shall duly inform Customer of these new deliverables, along with a comprehensive proposal detailing the scope, timelines, and associated costs. The agreed-upon new deliverables shall be seamlessly integrated into the project’s timeline and financial structure, with Developer billing Customer at the prevailing rate for the additional work.

  1. NON-COMPETITION:

Throughout the project’s life span and for a duration of [X] months subsequent to its conclusive completion, Developer commits not to engage in, partake in, or in any manner participate in any competitive activities, solicitations, or ventures that directly or indirectly compete with the services offered to Customer pursuant to this Agreement.

  1. CONFIDENTIALITY:

Acknowledging the significance and sensitivity of the proprietary and confidential information exchanged, both parties solemnly recognize and acknowledge the prevailing Non-Disclosure Agreement (NDA). Consequently, both parties pledge to faithfully and meticulously uphold the terms, conditions, and safeguards stipulated within the NDA throughout the duration of this Agreement.

  1. GOVERNING LAW:

This Agreement, being a legally significant instrument, shall be subject to, governed by, and construed in accordance with the laws of [Your Jurisdiction]. The parties acknowledge that the laws of [Your Jurisdiction] shall exclusively apply to any matters arising from or related to this Agreement.

  1. DISPUTE RESOLUTION:

In the event of any disputes, controversies, or contentions arising under, out of, or in connection with this Agreement, both parties hereby unequivocally consent to the exclusive utilization of arbitration as the mechanism for resolving such matters. The arbitration proceedings shall be conducted and administered according to the rules and regulations set forth by [Arbitration Provider]. The arbitrator(s) shall be impartial and qualified, and their verdict shall be deemed binding, conclusive, and enforceable upon both parties. The parties further agree to abide by the award rendered by the arbitrator(s) and waive their rights to any form of litigation in this regard.

  1. ENTIRE AGREEMENT:

Undoubtedly, this Agreement, which meticulously encapsulates the entire ambit of the understandings, commitments, and mutual agreements between Developer and Customer, comprehensively supersedes and replaces all preceding negotiations, discussions, and agreements, irrespective of whether they were verbal, written, or explicit.

  1. AMENDMENTS:

Any amendments or modifications to this Agreement must be made in writing and signed by both parties.

  1. ASSIGNMENT:

This Agreement may not be assigned by either party without the prior written consent of the other party, except in the case of an assignment to an affiliate or successor of the assigning party.

  1. WAIVER:

The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or the right to enforce it in the future.

IN WITNESS WHEREOF, the Parties hereto have executed this Software Purchase Agreement as of the date first above written.

Signed by or on behalf of:

THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING

DEVELOPER                                            CUSTOMER

NAME:                                                     NAME:

____________________________               ___________________________

SIGNATURE:                                              SIGNATURE:

____________________________              ___________________________

DATE:                                                       DATE:

____________________________               ___________________________

 

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