SOFTWARE DEVELOPMENT AGREEMENT
This Software Development Agreement (the "Agreement") is made on this ________ ("Effective Date")
BY AND BETWEEN
________, Govt. ID: ________, resident of ________ (hereinafter referred to as the "Service Provider" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its legal heirs, administrators and permitted assigns)
AND
________, Govt. ID: ________, resident of ________ (hereinafter referred to as the "Client" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its legal heirs, administrators and permitted assigns)
(The Service Provider and the Client shall hereinafter individually referred to as "Party" and collectively as "Parties")
WHEREAS
A. The Service Provider is in the business of providing the Software Development Services ("Services") (as defined hereunder) and has the skills, qualifications and expertise required to perform the Services.
B. The Client desires to engage the Service Provider to provide the Software Development Services and the Service Provider has agreed to do the same.
C. Pursuant to the above, the Parties seek to enter into this Agreement to confirm and record the terms and conditions on which the Service Provider shall provide the Services to the Client and other agreements in connection therewith.
1. DEFINITIONS
1.1. "Applicable Law" shall include all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing agreements, notifications, guidelines or policies of any jurisdiction; and (ii) judicial quasi-judicial and/or administrative decisions, interpretations, directions, directives, licenses, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals or agreements with any governmental or regulatory authority;
1.2. "Government Body" means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or other subdivision thereof or any municipality, district, or other subdivision thereof;
1.3. "GST" means Goods and services tax under the Goods and Services Tax Act, 2017;
1.4. "Services" means the Software and App Development Services. The detailed software development particulars will be attached along as Annexure-A;
1.5. "Term" means the period during which the Service Provider has provided/shall provide Services in terms of this Agreement which shall be the period as specified in Clause on (Term and Termination) of this Agreement.
2. INTERPRETATION
2.1. The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.
2.2. Unless the context otherwise requires, in this Agreement:
2.2.1. words using the singular or plural number also include the plural or singular number, respectively;
2.2.2. words denoting any gender shall include all genders;
2.2.3. words "written" and "in writing" include any means of visible reproduction;
2.2.4. terms "hereof", "herein", "hereto" and similar words refer to this entire Agreement and not any particular Clause, or any other subdivision of this Agreement;
2.2.5. words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import;
2.2.6. references to any "person" include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organization or government, state or any political subdivision, instrumentality, agency, or authority; and
2.2.7. references to "Clause" or any other agreement or document in this Agreement shall be construed as references to the Clauses of this Agreement, or such other agreement or document, as may be amended, modified or supplemented from time to time, and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms.
3. SOFTWARE DETAILS
3.1. The computer programs, and associated documents required to create the Software will be collectively referred to as "Software".
3.2. The following are the Software development milestones to be followed by the Service Provider:
________
3.3. In the event that the Service Provider anticipates a delay in reaching a milestone, it shall be notified to the Client without any delay.
3.4. The Service Provider agrees to provide technical support, bug fixes, and necessary training to the Client for the following period from the date of final submission of the Software: ________.
4. SERVICES
4.1. The Service Provider shall:
4.1.1. Perform the Services (i) in a professional, diligent, and timely manner; (ii) as per good commercial practices; and (iii) within the budget specified by the Client;
4.1.2. Retain and utilize a sufficient number of qualified personnel to perform the Services;
4.1.3. Ensure that all personnel who are deputed to perform the Services are appropriately trained and qualified to perform such Services; and
4.1.4. Devote the time and attention necessary to provide the Services in accordance with the best of the industry standards and meet any quality standards as may be specified by the Client.
4.1.5. Implement appropriate security measures to protect project data and sensitive information. This includes encryption, access controls, and regular security assessments.
4.1.6. Maintain version control for the codebase and provide clear documentation for future maintenance and enhancements.
4.1.7. Follow industry best practices for documenting code, APIs, and other technical aspects of the project.
4.1.8. Complies with relevant industry standards, coding practices, and security protocols.
4.1.9. If third-party services or APIs are integrated into the software, the Service Provider shall provide documentation on their usage, terms of service, and any potential limitations.
4.2. Unless otherwise authorized in writing, the Services Provider shall not have any authority pursuant to this Agreement to commit the Client to any obligation in any manner whatsoever with respect to third Parties or to enter into any contracts on behalf of the Client. The Service Provider shall not have, nor represent itself as having, any authority under the terms of this Agreement to make agreements of any kind in the name of or binding upon the Client.
4.3. The Service Provider shall keep the Client promptly informed of all material matters which come to the Service Provider's attention relating to or affecting the business of the Client or any matters concerning the provision of Services hereunder by the Service Provider.
4.4. The Service Provider agrees and acknowledges that:
________
5. CONSIDERATION
5.1. In consideration of the Software development and other allied services by the Service Provider, the Client shall pay to the Service Provider the following fixed fees: Rs ________ (________).
5.2. The payment shall be paid in the following schedule:
________
5.3. The Fee to be paid as specified above shall be inclusive of Goods and Services Tax (GST) and other applicable taxes.
5.4. Except as expressly agreed otherwise in writing by Client, the Service Provider shall bear all of its own expenses arising from its performance of its obligations under this Agreement. Client shall have no obligation to provide office space, work facilities, equipment, clerical services, programming services, or the like.
5.5. The payment shall be made in the following manner: Internet Banking. The bank account details are as follows:
________
5.6. In the event of delay by the Client in payment of fees to the Service Provider, the Service Provider shall be entitled to stop the provision of further Services till such time that the Client makes the payment of outstanding dues.
5.7. In the event of any service(s) provided that are not included in the list of services as specified in this Agreement, the Parties shall mutually agree upon such services, fees, and expenses.
5.8. All payments to be made by the Client to the Service Provider shall be subject to the deduction of applicable taxes. The Client shall issue a requisite certificate evidencing such tax deduction in accordance with Applicable Laws.
5.9. If there is a dispute with regard to whether work was actually completed or whether an invoice is properly payable, the amount of the invoice in dispute shall not be due until the dispute is resolved.
6. DELIVERABLES
6.1. At the conclusion of the project or in the event of termination of this Agreement, the Service Provider shall provide the Client with all relevant project documentation, including technical specifications, architectural diagrams, source code, compiled binaries, user interface designs, testing reports, integration documentation, bud and issue reports, version control repository access, deployment instructions, and training materials, if applicable. The Service Provider shall also summarize all project-related deliverables and decisions made during the development process in a comprehensive final documentation report ("Deliverables").
6.2. The Service Provider shall maintain its backups and one copy of the deliverables for the following period: ________, after the Client's approval of the final Software. Suppose this Agreement is terminated prior to final approval, or upon expiration of the ________ period. In that case, the Service provider shall destroy all of its copies of the Deliverables, including all backups thereof, and permanently destroy all files constituting final or working copies of any Deliverables from the Service Provider's computers, devices and other storage mechanisms unless otherwise directed in writing by the Client.
7. MAINTENANCE
7.1. The Service Provider shall provide minor Software maintenance for the following period: ________ ("Maintenance Period"). The maintenance period begins on the date the Software is published.
7.2. The maintenance includes addressing bug fixes, security patches, and minor updates.
7.3. The Service Provider can charge Rs ________ (________) per hour for minor maintenance.
7.4. The minor maintenance includes:
________
7.5. For major page code and/or database structural changes the Service Provider will charge Rs ________ (________) per hour.
7.6. The major maintenance includes:
________
8. RECORDS
The Service Provider shall maintain proper and accurate records relating to the conduct of the Services including all legal and accounting documentation, if any, under this Agreement during the term of this Agreement.
9. REPORTS
The Service Provider shall from time to time provide information and reports in relation to the performance of the Services as may be requested by the Client. The report written report shall be submitted in the following interval: ________. The information and reports shall be submitted to the Client using the following method: ________.
10. REPRESENTATIONS AND WARRANTIES
10.1. Each Party hereby warrants and represents to the other Party that:
10.1.1. It has full power and authority to enter into this Agreement and perform its obligations hereunder;
10.1.2. This Agreement has been duly executed by it and this Agreement constitutes its legal, valid, and binding obligation enforceable in accordance with the terms contained herein;
10.1.3. The execution, delivery, and the performance by it of this Agreement does not and will not (i) breach or constitute a default under its constitutive documents, or (ii) result in a breach of, or constitute a default under, any agreement to which it is a Party or by which it is bound.
10.2. The Service Provider hereby represents and warrants to the Client:
10.2.1. It will provide the Services in compliance with the provisions of this Agreement;
10.2.2. It will act in good faith and use reasonable skill and care in the provision of Services under this Agreement;
10.2.3. It will comply with all Applicable Laws in the provision of the Services;
10.2.4. It has all requisite corporate and other approvals, licenses and permits from relevant governmental authorities to provide the Services.
EXCEPT AS SPECIFIED ABOVE THE SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11. OBLIGATIONS OF THE CLIENT
11.1. The Client agrees to promptly provide all necessary information, data, materials, and specifications required for the software development process. Delays in providing essential inputs may impact project timelines.
11.2. The Client shall designate a competent individual as a primary point of contact during the project period.
11.3. The Client commits to providing clear, timely, and actionable feedback on project deliverables, including design concepts, prototypes, and software functionalities to avoid unnecessary delays.
11.4. The Client shall review and approve project milestones, design elements, and other critical aspects within the agreed-upon timeframes, facilitating the progression of the project as planned.
11.5. The Client shall provide the Service Provider with timely access to any necessary systems, platforms, data, APIs, and resources required for the integration, testing, and successful completion of the software.
11.6. The Client agrees to participate in thorough testing and quality assurance efforts.
12. TERM AND TERMINATION
12.1. This Agreement shall commence on ________ ("Commencement Date") and continue to be in full force and effect till ________ ("Term"), unless terminated as specified below. This Agreement shall automatically renew and continue in full force and effect for successive ________ (________) periods (each such successive period, "Renewal Term") unless written notice of termination is given by either Party not less than ________ (________) business days prior to the end of any such Term.
12.2. This Agreement may be terminated as follows:
12.2.1. By either Party upon providing written notice of ________ (________) business days prior to written notice to the other Party; or
12.2.2. By the Client, in the event a material breach of any provision hereof is committed by the Service Provider, by providing 15 (fifteen) business days' written notice to the Service Provider with reasons of termination stated thereunder; or
12.2.3. Either Party, if the other Party is charged with a crime involving moral turpitude; including, without limitation, fraud or embezzlement or similar acts of dishonesty toward the other Party or engages in conduct likely to denigrate or embarrass the other Party, whether due to drug abuse, criminal behaviour, other conduct likely to cause disrepute on the other Party; or
12.2.4. By the Service Provider, in the event a material breach of any provision hereof is committed by the Client, by providing 15 (fifteen) business days' written notice to the Service Provider with reasons of termination stated thereunder.
12.3. Upon receipt of notice of termination under this Agreement, the Service Provider shall inform Client of the extent to which performance has been completed through such date and collect and deliver to Client whatever work product and Deliverables exist in a manner prescribed by Client. Service Provider shall be paid for all work performed through the date of receipt of notice of termination as specified herein.
12.4. Notwithstanding anything to the contrary, provisions in respect of Dispute Resolution, Indemnity, Limitation of Liability, and the other provisions of this Agreement which are expressly or impliedly intended to survive the expiration or termination of this Agreement, shall survive the expiration of the Term or any termination of this Agreement.
13. OWNERSHIP OF INTELLECTUAL PROPERTY
13.1. Client shall retain all rights, titles, and interests in and to Client's intellectual property and no right, title or interest therein is transferred or granted to Service Provider under this Agreement except for use in performing Services hereunder and for no other purpose. The Service Provider shall retain all rights, titles, and interests in and to its own technology and information and, except as expressly set forth in this Agreement, no right, title or interest therein is transferred or granted to Client under this Agreement.
13.2. In connection with the provision of the Services, the Service Provider may generate, create, write, or produce literary works or other works of authorship including, but not limited to, manuals, training materials, reports, advice, methodologies, code, test data, analyses, studies, research, and documentation (hereinafter referred to as "Work Product").
13.3. Service Provider represents that he will not use, incorporate, or permit to be used or incorporated, any prior invention owned by Service Provider or third Party or in which Service Provider or third Party has an interest not assigned to Client, into a Client product, process, or service without the Client's prior written consent. In the event, the Service Provider with the Client's prior consent uses or incorporates into the Software a prior invention owned by Service Provider or in which the Service Provider has an interest, the Service Provider hereby grants to the Client a non-exclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such prior invention as part of or in connection with the Software, and to practice any method related thereto.
14. CONFIDENTIALITY
14.1. Service Provider acknowledges that all material and information supplied by Client which has or will come into Service Provider's possession or knowledge of Service Provider in connection with its performance hereunder is to be considered Client's confidential and proprietary information ("Confidential Information"). By way of illustration, but not as a limitation, Confidential Information includes software, trade secrets, processes, data, know-how, program codes, documentation, flowcharts, algorithms, marketing plans, forecasts, published financial statements, budgets, licenses, prices, costs, and employee and customer lists or/and will become familiar with the confidential information of Client, its customers, licensees, employees, and investors, affiliated companies, including without limitation, method of doing business, financial information, personnel information, leads, loan programs, incentive programs, advertising programs, referral sources, marketing strategies, source code, Software strategies, investor lists, and other information of confidential nature which must remain confidential for continuing success of Client. Contractors' undertaking and obligations under this Section will not apply, however to any Confidential Information which:
14.1.1. is or becomes known to the public through no action on Service Provider's part, or
14.1.2. is disclosed to third Parties by the Client without restriction on such third Parties, or
14.1.3. is approved for release by written authorization of the Client.
14.2. Upon termination of this Agreement or at any other time upon request, the Service Provider will promptly deliver to Client all notes, memoranda, notebooks, drawings, records, reports, files, documented source codes, and other documents (and all copies or reproductions of such materials) in its possession or under its control, whether prepared by Service Provider or others, which contain Confidential Information.
14.3. Service Provider acknowledges that Confidential Information is the sole property of Client. The service provider agrees that disclosure of such information to, or use by, third Parties, either during or after this Agreement, will cause Client, irreparable damage. Service Provider agrees to use best efforts to hold Confidential Information in the strictest confidence, not to make use of it other than for the performance of its obligations hereunder, to release it only to the Service Provider's employees, or agents with a need to know such information and not to release or disclose it to any other Party.
14.4. The Service Provider further agrees not to release such information to any employee or agent who has not signed a written agreement between the Service Provider and the employee expressly binding the employee not to use or disclose the Confidential Information, except as expressly binding the employee not to use or disclose the Confidential Information, except as expressly permitted herein. The Client shall be listed as a third-Party beneficiary of any such agreement. Service Provider will notify the Client in writing of any circumstances within its knowledge relating to any unauthorized possession, use, or knowledge of such Confidential Information.
14.5. The Service Provider acknowledges that Client's purpose in pursuing the development of the Software is to gain a significant competitive advantage over competitors operating without such Software and such advantage will be jeopardized if such competitors learn of Client's negotiations with the Service Provider or the performance by the Service Provider of its obligations hereunder. Additionally, the Service Provider acknowledges that the Client's Confidential Information is a valuable, special, and unique asset of the Client's business and as such the following covenants protect a legitimate interest and do not solely serve to limit the Service provider's future competition. Accordingly, the Service Provider agrees to keep such negotiations and performance of its obligations hereunder strictly confidential and not to disclose any information to any third party or entity without the prior written permission of the Client.
14.6. Nothing in this Agreement is intended to grant any rights under any patent, copyright, or other intellectual property rights of any Party in favour of the other, nor shall this Agreement be construed to grant any Party any rights in or to the other Party's Confidential Information, except the limited right to use such Confidential Information in connection with the Services to be provided under this Agreement. The Client or Service Provider shall not receive any intellectual property rights in the Confidential Information of the other Party other than a limited right to use the Confidential Information for the purposes specified in this Agreement. All intellectual property rights shall continue to vest with the Party disclosing the Confidential Information.
15. FORCE MAJEURE
15.1. If and to the extent that a Party's performance of any of its obligations under this Agreement, is hindered or delayed by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, pandemic, civil disorders, rebellions or revolutions, or any other similar cause beyond the reasonable control of such Party (each, a "Force Majeure Event"), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then the non-performing, hindered or delayed Party will be excused for such non-performance, hindrance or delay, as applicable, of those obligations effected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party continues to use its best efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. The Party whose performance is prevented, hindered, or delayed by a Force Majeure Event will immediately notify the other Parties of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event.
15.2. If the Force Majeure Event continues for a continuous period exceeding 30 (thirty) business days, the Parties shall mutually agree on the future course of action. However, despite all efforts made by the Parties in good faith, if the Force Majeure Event continues for a period of 90 (ninety) business days, either of the Parties shall have the right to terminate this Agreement by giving the other Parties notice of termination in writing.
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17. NON-COMPETE
17.1. The Service Provider under this Agreement will be placed in a position of trust and responsibility, and they will have access to a substantial amount of Confidential Information and trade secrets. Therefore, the Client is placing them in such a position and giving access to such information in reliance upon their Agreement not to compete with the Client during the restricted period.
17.2. Service Provider hereby covenants and agrees that the Service Provider will not, without the prior written consent of the Client, directly or indirectly, whether individually or through any entity controlled by the Service Provider during the term of the business relationship and for the following period from the date of termination: ________, or such maximum period fixed under the applicable laws of the country, for any reason, directly or indirectly, on his/her own behalf or in the service or on behalf of others, whether or not for compensation, engage in any business activity, or have any interest in any person, firm, corporation or business, through a subsidiary or parent entity or other entity (whether as a shareholder, agent, security holder, partner, consultant, the creditor to establish or operate any such business, partnership or otherwise) which is competitive with the then-existing business of the Client. For the purposes of this Agreement, a "Competitive Business" is a business that derives 10% or more of its revenue from the market in which the Client provides products and/or services or the prospective market as of the date of termination of service under this Agreement.
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19. ENTIRE AGREEMENT
This Software Development Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the Parties with respect to the subject matter hereof.
20. AMENDMENTS
Any change, alteration, amendment, or modification to this Software Development Agreement must be in writing and signed by authorized representatives of both Parties.
21. DISPUTE RESOLUTION
21.1. Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties hereto failing which the following shall apply:
21.2. The courts in Andaman and Nicobar Islands shall have exclusive jurisdiction over any dispute, differences or claims arising out of this Agreement.
21.3. If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and attorneys' fees.
21.4. The Client may approach the appropriate Consumer Forum in case of any dispute.
22. INDEPENDENT PARTIES
22.1. Nothing contained or implied in this letter creates a joint venture or partnership between the Parties or makes one Party the agent or legal representative of the other Party for any purpose.
22.2. The Parties agree that there is no such statement in this Agreement that suggests any Party is an employee or partner, or that the Software is a joint venture. All ownership of this Software and its contents (design, texts, and images) belongs to the Client.
22.3. The Client does not undertake by this Agreement or otherwise to perform any obligation of the Service Provider, whether by regulation or contract. In no way is the contractor to be construed as the agent or to be acting as the agent of the Client in any respect, any other provisions of this Agreement notwithstanding.
23. EXCLUSIVITY
Nothing in this Agreement restricts a Party or its group companies from discussing similar arrangements and/or any related transaction with any other Party, any regulatory body in India and their respective successors.
24. ANNOUNCEMENTS
A Party shall not make any news releases, public announcements, give interviews, issue, or publish advertisements or publicize in any other manner whatsoever in connection with this Agreement, the contents/provisions thereof, other information relating to this Agreement, the Confidential Information or other matter of this Agreement, without the prior written approval of the other Party.
25. NOTICES
Except as otherwise specified in this Software Development Agreement, all notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers, and other communications required or permitted under this Software Development Agreement shall be in writing and shall be deemed given when sent to the address specified below.
In the case of the Client:
Attention: ________
Address: ________
Email: ________
In the case of the Service Provider:
Attention: ________
Address: ________
Email: ________
Either Party may change its address for notification purposes by giving the other Party 10 (ten) business days' notice of the new address and the date upon which it will become effective.
26. GOVERNING LAW
This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India.
27. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.
28. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, Agreements, understandings duties or obligations between the Parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on ________.
FOR SERVICE PROVIDER
________
Date:
Signature:
FOR CLIENT
________
Date:
Signature:
WITNESS-1
Name:
Govt. ID name and number:
Signature:
WITNESS-2
Name:
Govt. ID name and number:
Signature:
ANNEXURE-A
Statement of work
(Please add the detailed statement of work here)
SOFTWARE DEVELOPMENT AGREEMENT
This Software Development Agreement (the "Agreement") is made on this ________ ("Effective Date")
BY AND BETWEEN
________, Govt. ID: ________, resident of ________ (hereinafter referred to as the "Service Provider" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its legal heirs, administrators and permitted assigns)
AND
________, Govt. ID: ________, resident of ________ (hereinafter referred to as the "Client" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its legal heirs, administrators and permitted assigns)
(The Service Provider and the Client shall hereinafter individually referred to as "Party" and collectively as "Parties")
WHEREAS
A. The Service Provider is in the business of providing the Software Development Services ("Services") (as defined hereunder) and has the skills, qualifications and expertise required to perform the Services.
B. The Client desires to engage the Service Provider to provide the Software Development Services and the Service Provider has agreed to do the same.
C. Pursuant to the above, the Parties seek to enter into this Agreement to confirm and record the terms and conditions on which the Service Provider shall provide the Services to the Client and other agreements in connection therewith.
1. DEFINITIONS
1.1. "Applicable Law" shall include all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing agreements, notifications, guidelines or policies of any jurisdiction; and (ii) judicial quasi-judicial and/or administrative decisions, interpretations, directions, directives, licenses, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals or agreements with any governmental or regulatory authority;
1.2. "Government Body" means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or other subdivision thereof or any municipality, district, or other subdivision thereof;
1.3. "GST" means Goods and services tax under the Goods and Services Tax Act, 2017;
1.4. "Services" means the Software and App Development Services. The detailed software development particulars will be attached along as Annexure-A;
1.5. "Term" means the period during which the Service Provider has provided/shall provide Services in terms of this Agreement which shall be the period as specified in Clause on (Term and Termination) of this Agreement.
2. INTERPRETATION
2.1. The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.
2.2. Unless the context otherwise requires, in this Agreement:
2.2.1. words using the singular or plural number also include the plural or singular number, respectively;
2.2.2. words denoting any gender shall include all genders;
2.2.3. words "written" and "in writing" include any means of visible reproduction;
2.2.4. terms "hereof", "herein", "hereto" and similar words refer to this entire Agreement and not any particular Clause, or any other subdivision of this Agreement;
2.2.5. words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import;
2.2.6. references to any "person" include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organization or government, state or any political subdivision, instrumentality, agency, or authority; and
2.2.7. references to "Clause" or any other agreement or document in this Agreement shall be construed as references to the Clauses of this Agreement, or such other agreement or document, as may be amended, modified or supplemented from time to time, and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms.
3. SOFTWARE DETAILS
3.1. The computer programs, and associated documents required to create the Software will be collectively referred to as "Software".
3.2. The following are the Software development milestones to be followed by the Service Provider:
________
3.3. In the event that the Service Provider anticipates a delay in reaching a milestone, it shall be notified to the Client without any delay.
3.4. The Service Provider agrees to provide technical support, bug fixes, and necessary training to the Client for the following period from the date of final submission of the Software: ________.
4. SERVICES
4.1. The Service Provider shall:
4.1.1. Perform the Services (i) in a professional, diligent, and timely manner; (ii) as per good commercial practices; and (iii) within the budget specified by the Client;
4.1.2. Retain and utilize a sufficient number of qualified personnel to perform the Services;
4.1.3. Ensure that all personnel who are deputed to perform the Services are appropriately trained and qualified to perform such Services; and
4.1.4. Devote the time and attention necessary to provide the Services in accordance with the best of the industry standards and meet any quality standards as may be specified by the Client.
4.1.5. Implement appropriate security measures to protect project data and sensitive information. This includes encryption, access controls, and regular security assessments.
4.1.6. Maintain version control for the codebase and provide clear documentation for future maintenance and enhancements.
4.1.7. Follow industry best practices for documenting code, APIs, and other technical aspects of the project.
4.1.8. Complies with relevant industry standards, coding practices, and security protocols.
4.1.9. If third-party services or APIs are integrated into the software, the Service Provider shall provide documentation on their usage, terms of service, and any potential limitations.
4.2. Unless otherwise authorized in writing, the Services Provider shall not have any authority pursuant to this Agreement to commit the Client to any obligation in any manner whatsoever with respect to third Parties or to enter into any contracts on behalf of the Client. The Service Provider shall not have, nor represent itself as having, any authority under the terms of this Agreement to make agreements of any kind in the name of or binding upon the Client.
4.3. The Service Provider shall keep the Client promptly informed of all material matters which come to the Service Provider's attention relating to or affecting the business of the Client or any matters concerning the provision of Services hereunder by the Service Provider.
4.4. The Service Provider agrees and acknowledges that:
________
5. CONSIDERATION
5.1. In consideration of the Software development and other allied services by the Service Provider, the Client shall pay to the Service Provider the following fixed fees: Rs ________ (________).
5.2. The payment shall be paid in the following schedule:
________
5.3. The Fee to be paid as specified above shall be inclusive of Goods and Services Tax (GST) and other applicable taxes.
5.4. Except as expressly agreed otherwise in writing by Client, the Service Provider shall bear all of its own expenses arising from its performance of its obligations under this Agreement. Client shall have no obligation to provide office space, work facilities, equipment, clerical services, programming services, or the like.
5.5. The payment shall be made in the following manner: Internet Banking. The bank account details are as follows:
________
5.6. In the event of delay by the Client in payment of fees to the Service Provider, the Service Provider shall be entitled to stop the provision of further Services till such time that the Client makes the payment of outstanding dues.
5.7. In the event of any service(s) provided that are not included in the list of services as specified in this Agreement, the Parties shall mutually agree upon such services, fees, and expenses.
5.8. All payments to be made by the Client to the Service Provider shall be subject to the deduction of applicable taxes. The Client shall issue a requisite certificate evidencing such tax deduction in accordance with Applicable Laws.
5.9. If there is a dispute with regard to whether work was actually completed or whether an invoice is properly payable, the amount of the invoice in dispute shall not be due until the dispute is resolved.
6. DELIVERABLES
6.1. At the conclusion of the project or in the event of termination of this Agreement, the Service Provider shall provide the Client with all relevant project documentation, including technical specifications, architectural diagrams, source code, compiled binaries, user interface designs, testing reports, integration documentation, bud and issue reports, version control repository access, deployment instructions, and training materials, if applicable. The Service Provider shall also summarize all project-related deliverables and decisions made during the development process in a comprehensive final documentation report ("Deliverables").
6.2. The Service Provider shall maintain its backups and one copy of the deliverables for the following period: ________, after the Client's approval of the final Software. Suppose this Agreement is terminated prior to final approval, or upon expiration of the ________ period. In that case, the Service provider shall destroy all of its copies of the Deliverables, including all backups thereof, and permanently destroy all files constituting final or working copies of any Deliverables from the Service Provider's computers, devices and other storage mechanisms unless otherwise directed in writing by the Client.
7. MAINTENANCE
7.1. The Service Provider shall provide minor Software maintenance for the following period: ________ ("Maintenance Period"). The maintenance period begins on the date the Software is published.
7.2. The maintenance includes addressing bug fixes, security patches, and minor updates.
7.3. The Service Provider can charge Rs ________ (________) per hour for minor maintenance.
7.4. The minor maintenance includes:
________
7.5. For major page code and/or database structural changes the Service Provider will charge Rs ________ (________) per hour.
7.6. The major maintenance includes:
________
8. RECORDS
The Service Provider shall maintain proper and accurate records relating to the conduct of the Services including all legal and accounting documentation, if any, under this Agreement during the term of this Agreement.
9. REPORTS
The Service Provider shall from time to time provide information and reports in relation to the performance of the Services as may be requested by the Client. The report written report shall be submitted in the following interval: ________. The information and reports shall be submitted to the Client using the following method: ________.
10. REPRESENTATIONS AND WARRANTIES
10.1. Each Party hereby warrants and represents to the other Party that:
10.1.1. It has full power and authority to enter into this Agreement and perform its obligations hereunder;
10.1.2. This Agreement has been duly executed by it and this Agreement constitutes its legal, valid, and binding obligation enforceable in accordance with the terms contained herein;
10.1.3. The execution, delivery, and the performance by it of this Agreement does not and will not (i) breach or constitute a default under its constitutive documents, or (ii) result in a breach of, or constitute a default under, any agreement to which it is a Party or by which it is bound.
10.2. The Service Provider hereby represents and warrants to the Client:
10.2.1. It will provide the Services in compliance with the provisions of this Agreement;
10.2.2. It will act in good faith and use reasonable skill and care in the provision of Services under this Agreement;
10.2.3. It will comply with all Applicable Laws in the provision of the Services;
10.2.4. It has all requisite corporate and other approvals, licenses and permits from relevant governmental authorities to provide the Services.
EXCEPT AS SPECIFIED ABOVE THE SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11. OBLIGATIONS OF THE CLIENT
11.1. The Client agrees to promptly provide all necessary information, data, materials, and specifications required for the software development process. Delays in providing essential inputs may impact project timelines.
11.2. The Client shall designate a competent individual as a primary point of contact during the project period.
11.3. The Client commits to providing clear, timely, and actionable feedback on project deliverables, including design concepts, prototypes, and software functionalities to avoid unnecessary delays.
11.4. The Client shall review and approve project milestones, design elements, and other critical aspects within the agreed-upon timeframes, facilitating the progression of the project as planned.
11.5. The Client shall provide the Service Provider with timely access to any necessary systems, platforms, data, APIs, and resources required for the integration, testing, and successful completion of the software.
11.6. The Client agrees to participate in thorough testing and quality assurance efforts.
12. TERM AND TERMINATION
12.1. This Agreement shall commence on ________ ("Commencement Date") and continue to be in full force and effect till ________ ("Term"), unless terminated as specified below. This Agreement shall automatically renew and continue in full force and effect for successive ________ (________) periods (each such successive period, "Renewal Term") unless written notice of termination is given by either Party not less than ________ (________) business days prior to the end of any such Term.
12.2. This Agreement may be terminated as follows:
12.2.1. By either Party upon providing written notice of ________ (________) business days prior to written notice to the other Party; or
12.2.2. By the Client, in the event a material breach of any provision hereof is committed by the Service Provider, by providing 15 (fifteen) business days' written notice to the Service Provider with reasons of termination stated thereunder; or
12.2.3. Either Party, if the other Party is charged with a crime involving moral turpitude; including, without limitation, fraud or embezzlement or similar acts of dishonesty toward the other Party or engages in conduct likely to denigrate or embarrass the other Party, whether due to drug abuse, criminal behaviour, other conduct likely to cause disrepute on the other Party; or
12.2.4. By the Service Provider, in the event a material breach of any provision hereof is committed by the Client, by providing 15 (fifteen) business days' written notice to the Service Provider with reasons of termination stated thereunder.
12.3. Upon receipt of notice of termination under this Agreement, the Service Provider shall inform Client of the extent to which performance has been completed through such date and collect and deliver to Client whatever work product and Deliverables exist in a manner prescribed by Client. Service Provider shall be paid for all work performed through the date of receipt of notice of termination as specified herein.
12.4. Notwithstanding anything to the contrary, provisions in respect of Dispute Resolution, Indemnity, Limitation of Liability, and the other provisions of this Agreement which are expressly or impliedly intended to survive the expiration or termination of this Agreement, shall survive the expiration of the Term or any termination of this Agreement.
13. OWNERSHIP OF INTELLECTUAL PROPERTY
13.1. Client shall retain all rights, titles, and interests in and to Client's intellectual property and no right, title or interest therein is transferred or granted to Service Provider under this Agreement except for use in performing Services hereunder and for no other purpose. The Service Provider shall retain all rights, titles, and interests in and to its own technology and information and, except as expressly set forth in this Agreement, no right, title or interest therein is transferred or granted to Client under this Agreement.
13.2. In connection with the provision of the Services, the Service Provider may generate, create, write, or produce literary works or other works of authorship including, but not limited to, manuals, training materials, reports, advice, methodologies, code, test data, analyses, studies, research, and documentation (hereinafter referred to as "Work Product").
13.3. Service Provider represents that he will not use, incorporate, or permit to be used or incorporated, any prior invention owned by Service Provider or third Party or in which Service Provider or third Party has an interest not assigned to Client, into a Client product, process, or service without the Client's prior written consent. In the event, the Service Provider with the Client's prior consent uses or incorporates into the Software a prior invention owned by Service Provider or in which the Service Provider has an interest, the Service Provider hereby grants to the Client a non-exclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such prior invention as part of or in connection with the Software, and to practice any method related thereto.
14. CONFIDENTIALITY
14.1. Service Provider acknowledges that all material and information supplied by Client which has or will come into Service Provider's possession or knowledge of Service Provider in connection with its performance hereunder is to be considered Client's confidential and proprietary information ("Confidential Information"). By way of illustration, but not as a limitation, Confidential Information includes software, trade secrets, processes, data, know-how, program codes, documentation, flowcharts, algorithms, marketing plans, forecasts, published financial statements, budgets, licenses, prices, costs, and employee and customer lists or/and will become familiar with the confidential information of Client, its customers, licensees, employees, and investors, affiliated companies, including without limitation, method of doing business, financial information, personnel information, leads, loan programs, incentive programs, advertising programs, referral sources, marketing strategies, source code, Software strategies, investor lists, and other information of confidential nature which must remain confidential for continuing success of Client. Contractors' undertaking and obligations under this Section will not apply, however to any Confidential Information which:
14.1.1. is or becomes known to the public through no action on Service Provider's part, or
14.1.2. is disclosed to third Parties by the Client without restriction on such third Parties, or
14.1.3. is approved for release by written authorization of the Client.
14.2. Upon termination of this Agreement or at any other time upon request, the Service Provider will promptly deliver to Client all notes, memoranda, notebooks, drawings, records, reports, files, documented source codes, and other documents (and all copies or reproductions of such materials) in its possession or under its control, whether prepared by Service Provider or others, which contain Confidential Information.
14.3. Service Provider acknowledges that Confidential Information is the sole property of Client. The service provider agrees that disclosure of such information to, or use by, third Parties, either during or after this Agreement, will cause Client, irreparable damage. Service Provider agrees to use best efforts to hold Confidential Information in the strictest confidence, not to make use of it other than for the performance of its obligations hereunder, to release it only to the Service Provider's employees, or agents with a need to know such information and not to release or disclose it to any other Party.
14.4. The Service Provider further agrees not to release such information to any employee or agent who has not signed a written agreement between the Service Provider and the employee expressly binding the employee not to use or disclose the Confidential Information, except as expressly binding the employee not to use or disclose the Confidential Information, except as expressly permitted herein. The Client shall be listed as a third-Party beneficiary of any such agreement. Service Provider will notify the Client in writing of any circumstances within its knowledge relating to any unauthorized possession, use, or knowledge of such Confidential Information.
14.5. The Service Provider acknowledges that Client's purpose in pursuing the development of the Software is to gain a significant competitive advantage over competitors operating without such Software and such advantage will be jeopardized if such competitors learn of Client's negotiations with the Service Provider or the performance by the Service Provider of its obligations hereunder. Additionally, the Service Provider acknowledges that the Client's Confidential Information is a valuable, special, and unique asset of the Client's business and as such the following covenants protect a legitimate interest and do not solely serve to limit the Service provider's future competition. Accordingly, the Service Provider agrees to keep such negotiations and performance of its obligations hereunder strictly confidential and not to disclose any information to any third party or entity without the prior written permission of the Client.
14.6. Nothing in this Agreement is intended to grant any rights under any patent, copyright, or other intellectual property rights of any Party in favour of the other, nor shall this Agreement be construed to grant any Party any rights in or to the other Party's Confidential Information, except the limited right to use such Confidential Information in connection with the Services to be provided under this Agreement. The Client or Service Provider shall not receive any intellectual property rights in the Confidential Information of the other Party other than a limited right to use the Confidential Information for the purposes specified in this Agreement. All intellectual property rights shall continue to vest with the Party disclosing the Confidential Information.
15. FORCE MAJEURE
15.1. If and to the extent that a Party's performance of any of its obligations under this Agreement, is hindered or delayed by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, pandemic, civil disorders, rebellions or revolutions, or any other similar cause beyond the reasonable control of such Party (each, a "Force Majeure Event"), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then the non-performing, hindered or delayed Party will be excused for such non-performance, hindrance or delay, as applicable, of those obligations effected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party continues to use its best efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. The Party whose performance is prevented, hindered, or delayed by a Force Majeure Event will immediately notify the other Parties of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event.
15.2. If the Force Majeure Event continues for a continuous period exceeding 30 (thirty) business days, the Parties shall mutually agree on the future course of action. However, despite all efforts made by the Parties in good faith, if the Force Majeure Event continues for a period of 90 (ninety) business days, either of the Parties shall have the right to terminate this Agreement by giving the other Parties notice of termination in writing.
16. 588528558
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17. NON-COMPETE
17.1. The Service Provider under this Agreement will be placed in a position of trust and responsibility, and they will have access to a substantial amount of Confidential Information and trade secrets. Therefore, the Client is placing them in such a position and giving access to such information in reliance upon their Agreement not to compete with the Client during the restricted period.
17.2. Service Provider hereby covenants and agrees that the Service Provider will not, without the prior written consent of the Client, directly or indirectly, whether individually or through any entity controlled by the Service Provider during the term of the business relationship and for the following period from the date of termination: ________, or such maximum period fixed under the applicable laws of the country, for any reason, directly or indirectly, on his/her own behalf or in the service or on behalf of others, whether or not for compensation, engage in any business activity, or have any interest in any person, firm, corporation or business, through a subsidiary or parent entity or other entity (whether as a shareholder, agent, security holder, partner, consultant, the creditor to establish or operate any such business, partnership or otherwise) which is competitive with the then-existing business of the Client. For the purposes of this Agreement, a "Competitive Business" is a business that derives 10% or more of its revenue from the market in which the Client provides products and/or services or the prospective market as of the date of termination of service under this Agreement.
18. 555588852558
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19. ENTIRE AGREEMENT
This Software Development Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the Parties with respect to the subject matter hereof.
20. AMENDMENTS
Any change, alteration, amendment, or modification to this Software Development Agreement must be in writing and signed by authorized representatives of both Parties.
21. DISPUTE RESOLUTION
21.1. Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties hereto failing which the following shall apply:
21.2. The courts in Andaman and Nicobar Islands shall have exclusive jurisdiction over any dispute, differences or claims arising out of this Agreement.
21.3. If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and attorneys' fees.
21.4. The Client may approach the appropriate Consumer Forum in case of any dispute.
22. INDEPENDENT PARTIES
22.1. Nothing contained or implied in this letter creates a joint venture or partnership between the Parties or makes one Party the agent or legal representative of the other Party for any purpose.
22.2. The Parties agree that there is no such statement in this Agreement that suggests any Party is an employee or partner, or that the Software is a joint venture. All ownership of this Software and its contents (design, texts, and images) belongs to the Client.
22.3. The Client does not undertake by this Agreement or otherwise to perform any obligation of the Service Provider, whether by regulation or contract. In no way is the contractor to be construed as the agent or to be acting as the agent of the Client in any respect, any other provisions of this Agreement notwithstanding.
23. EXCLUSIVITY
Nothing in this Agreement restricts a Party or its group companies from discussing similar arrangements and/or any related transaction with any other Party, any regulatory body in India and their respective successors.
24. ANNOUNCEMENTS
A Party shall not make any news releases, public announcements, give interviews, issue, or publish advertisements or publicize in any other manner whatsoever in connection with this Agreement, the contents/provisions thereof, other information relating to this Agreement, the Confidential Information or other matter of this Agreement, without the prior written approval of the other Party.
25. NOTICES
Except as otherwise specified in this Software Development Agreement, all notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers, and other communications required or permitted under this Software Development Agreement shall be in writing and shall be deemed given when sent to the address specified below.
In the case of the Client:
Attention: ________
Address: ________
Email: ________
In the case of the Service Provider:
Attention: ________
Address: ________
Email: ________
Either Party may change its address for notification purposes by giving the other Party 10 (ten) business days' notice of the new address and the date upon which it will become effective.
26. GOVERNING LAW
This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India.
27. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.
28. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, Agreements, understandings duties or obligations between the Parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on ________.
FOR SERVICE PROVIDER
________
Date:
Signature:
FOR CLIENT
________
Date:
Signature:
WITNESS-1
Name:
Govt. ID name and number:
Signature:
WITNESS-2
Name:
Govt. ID name and number:
Signature:
ANNEXURE-A
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