This Software Development Agreement is entered into as of —/—-/20 developed with ease of use in mind. Under this contractual agreement between Party 1 name having his principal place of business at Location, and Party 2 name with address having its principal place of business at location who agrees to be bound by this Agreement.
Whereas, Developer is engages in the business of application development and possesses certain technical expertise in designing, developing, testing and related material used in web and mobile applications.
Whereas, client wishes to engage company to deliver certain unique and proprietary software developed and/or customized specifically developed for client and company is willing to accept engagement to develop such software on the terms and subject to the conditions set in this agreement.
NOW, THEREFORE, In consideration of the mutual covenants and promises made by the parties to this Software Development Agreement, the Developer and the Client (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:
A] Engagement of Resources:
A.1] Scope of Engagement:
Company may use employee and/or contractors capable resources of designing and implementing the software. Client will cooperate with company resources requests for information required in accordance with the specifications, requirement and deliverable etc.
A.2] Duties and Responsibilities:
Company and client will jointly define the specification and company will assign a responsible person who can manage day-to-day activities, reporting and resource allocation. He is also responsible for delivering and performing as per specifications.
A.3] Changes to Scope:
In the event the client wishes to make any modifications to the work, client must provide a detailed proposal to the company in writing specified desired changes via change request. Company assigned resources will evaluate each change request as per standard rates and charge. Company shall submit to client a written response to each change request within 15 days business days following receipt thereof.
A.4] Support and Maintenance:
Any support and maintenance services, updates, version or new releases shall be contracted under separate agreement between the parties.
Client grants to use client name, service mark and description of its service in companies marketing material or other written promotional campaign.
B] Client Responsibilities:
B.1] Client agrees to provide all assistance and cooperation to the company in order to complete timely and efficient work and execute all the change requests. Client shall be responsible for making at its own expense, any charge or addition to client current system software and hardware that may be required to support operation of the software.
B.2] Lawful Purpose:
Clients will only use the software for lawful use.
C] Acceptance of Software:
C.1] Acceptance Test Plan:
Client shall in cooperation with the company, prepare and be responsible for plan the client acceptance test procedure suitable for verifying that the software meets agreed requirement of the specification.
If the client approves the acceptance test then the client shall give written notice/mail to company to such effects.
The software shall be put into regular operation after client acceptance testing has been successfully completed and approved.
D] Compensation and Payment:
D.1] Fees and Expenses:
Client will pay the company a fixed pay for the work according to the payment schedule described in annexure attached herein to and incorporated herein by reference. A deposit of 40% of the total amount is required to commence the work. All payments made to the company under this agreement must be in Indian currency.
E] Terms and Termination
This agreement is effective as of the effective date and will continue in full force and effect until complete payment of the work received.
Each party may terminate this agreement upon material breach by another party after providing written 30 days notice/mail. It may continue if breach is cured within 15 days of receipt after receiving written notice/mail.
All information relating to the client that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by the company and will not be disclosed.
G] Intellectual Property Right:
The Parties acknowledge and agree that the Client will hold all intellectual property rights in the software including, but not limited to, copyright and trademark rights. The Developer/company agrees not to claim any such ownership in the software’s intellectual property at any time prior to or after the completion and delivery of the software to the client.
The Developer represents and warrants to the Client the following:
1] Development and delivery of the Software under this Agreement are not in violation of any other agreement that the Developer has with another party.
2] The Software will not violate the intellectual property rights of any other party.
3] For a period of 30 days after the Delivery Date, the Software shall operate according to the Specifications. If the Software malfunctions or in any way does not operate according to the Specifications within that time, then the Developer shall take any reasonably necessary steps to fix the issue and ensure the Software operates according to the Specifications.
4] No third party and other kinds of warranties will accept.
I] General Conditions:
I.1] Governing Law:
This agreement is governed by the law of the Government of Maharashtra without reference to rules governing choice of law. If any dispute arises concerning this agreement it should be solved by mutually or personal jurisdiction.
I.2] Excusable Delay:
Shall not be responsible for delay or failure in performance resulting from act beyond the control like act of God, strike, power line failure, fire etc.
All notices, demand, change request, or other communication required or permitted to be given under this agreement by either party to the other with prior written minimum 15 days before.
IN WITNESS WHEREOF the party has caused this agreement to be executed by their duly authorised representatives, as of the effective date.
1] Description of software
2] Preliminary requirement for software
3] Phases of software development
4] Acceptance test plan
|A|| Critical Error
||Errors that result in the loss of data, result of the functions not being delivered or working as per agreed. Client is unable to use software|
||Errors that results in function of importance to client not working as described in specification,and which is time consuming or costly to avoid|
|C||Minor Error||Errors that result in individual functions not working as intended, but which can be avoided with relative ease
by the client.
Time Schedule and Milestone:
Delivery and Payment Schedule
a] Charges for software development works:
The fixed price for the design, development and implementation of software is Rs. ……… /- as per this agreement. If requirements are added after the agreement then price may be additionally added for the suggested.
b] Terms of payment:
Client agrees to compensate as per follow:
|S.N||Deliverable Descriptions||Fixed Payment of Total Amount|
|1||Deposit on signing of this agreement||—— %|
|2||50% completion of specified requirements||—— %|
|3||Nearly completion of project||—— %|
|4||After acceptance testing/release||—— %|
Company Authorised Person Name and Signature Date
Client Authorised Person Name and Signature Date