Custom Software Development Agreement

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The key takeaways are that this is a custom software development agreement between a developer and client that outlines the scope of work, payment terms, intellectual property ownership, confidentiality, warranties, and other standard legal terms.

The client will pay the developer according to the price and terms in the Development Order Form. The client can terminate without cause with 30 days notice and pay for work done. Either party can terminate for breach after 21 days to cure.

The developer will retain ownership of the software and license it to the client upon full payment. The client and developer must keep each other's confidential information confidential for 3 years.

CUSTOM SOFTWARE DEVELOPMENT AGREEMENT

This Custom Software Development Agreement (CSDA) is a legal agreement between Fiber 8
Innovation Technologies Inc. having its registered office at Unit 2802 North Flair Towers, Reliance
corner Pine St. Mandaluyong City and the client which is a signatory of the Development Order
Form, and shall be effective as the date of signature indicated in the Development Order Form.

RECITALS

WHEREAS, Developer is engaged in the business of computer application development, including


technical consulting services, software development and maintenance. WHEREAS, Client wishes to
utilize the services of Developer in connection with the development and implementation of certain
software to be used as a tool in his business (the “Software").

NOW, THEREFORE, Developer (Fiber 8 Innovation Technologies Inc..) and Client agrees as
follows:

1. Scope of Services

Developer will develop and implement the Software according to the specifications and completion
times set forth therein. Client will cooperate with Developer's reasonable requests for information
and data necessary for the completion of the Work.

2. Price and Payment Terms

Client will pay Developer for the Work at the price and on the terms set forth in the Development
Order Form and/or Statement of Work. All Payments should be in Fiber 8 Innovation Technologies
Inc.. The price set forth in this CSDA does not include taxes. If Developer is required to pay any
taxes based on the services provided under this CSDA, these will be separately billed to client.
Developer will not be liable for any interest or penalties incurred due to late payment or non-payment
of these taxes by Client, but instead Client will be fully responsible for payment of said interest and
penalties.

3. Term and Termination

Unless terminated as provided herein, this CSDA will extend to and terminate upon completion of
Developer's Work as provided herein. Client may terminate this CSDA without cause upon thirty
(30) days written notice. In the event of termination without cause, Client agrees to pay Developer
for all of Developer's Work performed up to the date of termination. Either party may terminate this
CSDA for material breach, provided, however, that the terminating party has given the other party at
least twenty-one (21) days written notice of and the opportunity to cure the breach. Termination for
breach will not alter or affect the terminating party's right to exercise any other remedy for breach.
4. Ownership of Intellectual Property

Developer will retain ownership of all proprietary rights to the Software developed pursuant to this
CSDA, including certain rights, if any, that Developer has pursuant to a license from another party.
Upon full payment of the fees set forth in this CSDA, Developer will grant to Client a license to
install and use the Software in its own business in accordance with Exhibit A (Software License
Agreement).

5. Confidential Information
A. All information relating to Client that is known to be confidential or proprietary, or which is
clearly marked as such, will be held in confidence by Developer and will not be disclosed or used by
Developer except to the extent that such disclosure or use is reasonably necessary to the performance
of Developer's Work.

B. All information relating to Developer that is known to be confidential or proprietary, or which is


clearly marked as such, will be held in confidence by Client and will not be disclosed or used by
Client except to the extent that such disclosure or use is reasonably necessary to the performance of
Client's duties and obligations under this CSDA.

C. These obligations of confidentiality will extend for a period of three (3) years after the termination
of this CSDA, but will not apply with respect to information that is independently developed by the
parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or
possession free of any confidentiality obligation.

1. Warranty and Disclaimer

Developer warrants the Work will be performed in a workmanlike manner, and in conformity with
generally prevailing industry standards. Client must report any material deficiencies in Developer's
Work to Developer in writing within sixty (60) days of Client's receipt of the Work. Client's
exclusive remedy for the breach of the above warranty will be the re- performance of Developer's
Work within a commercially reasonable time. THIS WARRANTY IS EXCLUSIVE AND IS IN
LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS
MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS CSDA. DEVELOPER
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES.
2. Limitation of Liability, Indemnification

Neither party will be liable to the other for special, indirect or consequential damages incurred or
suffered by the other arising as a result of or related to the performance of Developer's Work,
whether in contract, tort or otherwise, even if the other has been advised of the possibility of such
loss or damages. Client will indemnify and hold Developer harmless against any claims incurred by
Developer arising out of or in conjunction with Client's breach of this CSDA, as well as all
reasonable costs, expenses and attorneys' fees incurred therein. Developer's total liability under this
CSDA with respect to the Work, regardless of cause or theory of recovery, will not exceed the total
amount of fees paid by Client to Developer.

3. Relation of Parties

The performance by Developer of its duties and obligations under this CSDA will be that of an
independent contractor, and nothing in this CSDA will create or imply an agency relationship
between Developer and Client, nor will this CSDA be deemed to constitute a joint venture or
partnership between the parties.

4. Non-assignment

Neither party will assign this CSDA, in whole or in part, without the prior written consent of the
other party. If Client sells its business to another person or firm, such consent will not be
unreasonably withheld. This CSDA will inure to the benefit of, and be binding upon the parties
hereto, together with their respective legal representatives, successors and assigns, as permitted
herein.

5. Arbitration

Any dispute arising under this CSDA will be in accordance with its relevant industry rules, if any.
The parties agree that this CSDA will be governed by and construed and interpreted in accordance
with our current laws.

6. Severability

If any term of this CSDA is found to be unenforceable or contrary to law, it will be modified to the
least extent necessary to make it enforceable, and the remaining portions of this CSDA will remain in
full force and effect.

7. Force Majeure

Neither party will be held responsible for any delay or failure in performance of any part of this
CSDA to the extent that such delay is caused by events or circumstances beyond the delayed party's
reasonable control.
8. Waiver and Modification

The waiver by any party of any breach of covenant will not be construed to be a waiver of any
succeeding breach or any other covenant. All waivers must be in writing, and signed by the party
waiving its rights. This CSDA may be modified only by a written instrument executed by authorized
representatives of the parties hereto.

9. Entire Agreement

This CSDA, together with any attachments referred to herein, constitutes the entire agreement
between the parties with respect to its subject matter, and supersedes all prior agreements, proposals,
negotiations, representations or communications relating to the subject matter. Both parties
acknowledge that they have not been induced to enter into this CSDA by any representations or
promises not specifically stated herein.
EXHIBIT A: SOFTWARE LICENSE AGREEMENT PREAMBLE

This Software License Agreement (“SLA”) accompanies an CSDA that has been agreed by the
parties. All statements of fact contained in this SLA are subject to the terms and conditions set forth
in such CSDA. The terms and conditions set forth in the CSDA control in the event of any
inconsistency between such terms and conditions and the matters set forth in this SLA.

RECITALS

WHEREAS, Licensor owns certain software identified in the CSDA,


WHEREAS, Licensor desires to convey, and Licensee desires to receive, certain limited rights in said
software pursuant to the terms and conditions contained in this SLA.
NOW THEREFORE, Licensor and Licensee agree as follows:

1. Definitions
A. "Software" means the computer programs and documentation described in the CSDA that has
been agreed by the parties and is attached to this SLA, as well as any archival copies of such
computer programs and documentation permitted by this SLA.
B. "Install" means placing the Software on a computer's hard disk, or other secondary storage device.
C. "Use" means (i) executing or loading the Software into computer RAM or other primary memory,
or (ii) copying the Software for archival or emergency restart purposes.

1. Grant of License

Licensor grants to Licensee a non-exclusive license to install and use the Software for UNLIMITED
users (the "License"). Licensee may make one (1) archival copy of the Software per authorized user
in non-printed, machine readable form, in whole or in part, provided that such copy is for Licensee's
own use and that no more than that single copy is in use at any time. Licensee will make no other
copies of the Software except as authorized herein. Title to the Software will remain vested in
Licensor, and nothing in this SLA will give or convey any right, title or interest therein to Licensee
except as a licensee under the terms of this SLA.

2. Term and Termination


A. The License commences as of the Effective Date of the CSDA, and remains in force until
Licensee stops using the Software or until Licensor terminates this License pursuant to the terms
herein. Upon termination of this SLA, Licensee will (i) return all copies of the Software to Licensor
without demand or notice, or (ii) permanently delete or destroy all copies of the Software in its
possession and submit to Licensor a sworn affidavit signed by Licensee attesting to such destruction.
B. Except as set forth in the provisions of this SLA that provide for automatic termination in the
event of breach of confidentiality or unauthorized transfer, if Licensee breaches any other provision
of this SLA, Licensor may terminate this SLA, provided, however, that Licensor has given Licensee
at least fourteen (14) days written notice of and the opportunity to cure the breach. Termination for
breach shall not alter or affect Licensor's right to exercise any other remedies for breach.

3. License Fee

There is no license fee required for the grant of the License herein.

1. Limitations on Use
A. Licensee agrees that it will use the Software only in its own business, and not directly or indirectly
for the use or benefit of anyone other than Licensee, and only pursuant to the scope of the grant of
the License set forth herein.

B. Licensee will not decode, alter, decompile, reverse engineer, perform reverse analysis on or
disassemble the Software.

2. Limitations on Transfer

This License is personal to Licensee and may not be conveyed in any way without the prior written
consent of Licensor. Any purported sale, assignment, transfer or sublicense without such consent will
be null and void ab initio, and will automatically terminate this SLA.

3. Confidentiality

Licensee agrees to observe complete confidentiality with respect to the Software, and will not copy,
reproduce, publicize or otherwise disseminate it to third parties. Any breach of confidentiality by
Licensee will automatically terminate this SLA. Licensee agrees that Licensor's remedies at law for
breach of confidentiality are inadequate and that Licensor will be entitled to equitable relief,
including without limitation, injunctive relief, specific performance and/or other remedies in addition
to remedies provided at law.

4. Licensee's Obligation to Notify of Infringement

Licensee will immediately notify Licensor of any infringement or attempted infringement of


Licensor's rights in the Software of which it becomes aware. Licensee will affirmatively cooperate
with Licensor in any legal or equitable action that Licensor may undertake to protect any of its rights
in connection with the Software.

5. Warranty of Title

Licensor warrants that it is the lawful owner of the Software and/or that it has the authority to grant
the License specified herein.
6. Software Warranty and Disclaimer

Licensor warrants that the Software has been developed in a workmanlike manner, and in conformity
with generally prevailing industry standards. Licensee must report any material deficiencies in the
Software to Licensor in writing within ninety (90) days of the Effective Date of this SLA. Licensee's
exclusive remedy for the breach of the above warranties will be the correction of the material
deficiency within a commercially reasonable time. THIS WARRANTY IS EXCLUSIVE AND IS IN
LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS
MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS SLA. PROVIDER EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES.

7. Limitation of Liability, Indemnification


A. Neither party will be liable to the other for special, indirect or consequential damages incurred or
suffered by the other arising as a result of or related to the use of the Software, whether in contract,
tort or otherwise, even if the other has been advised of the possibility of such loss or damages.
Licensor's total liability under this SLA with respect to the Software, regardless of cause or theory of
recovery, will not exceed the total amount of fees paid by Licensee under this SLA.

B. Licensee will indemnify and hold Licensor harmless against any claims incurred by Licensor
arising out of or in conjunction with Licensee's use of the Software, as well as all reasonable costs,
expenses and attorneys' fees incurred therein.

8. Maintenance

No software maintenance is included under the terms of this SLA. Licensor's obligations with respect
to maintenance and support, including upgrades, if any, will be set forth in a separate written
agreement between the parties.

9. Relation of Parties

Nothing in this SLA will create or imply an agency relationship between Licensor and Licensee, nor
will this SLA be deemed to constitute a joint venture or partnership between the parties.

10. Arbitration

Any dispute arising under this SLA will be accordance with its relevant industry rules, if any. The
parties agree that this SLA will be governed by and construed and interpreted in accordance with the
Philippine laws.

11. Severability
If any term of this SLA is found to be unenforceable or contrary to law, it will be modified to the
least extent necessary to make it enforceable, and the remaining portions of this SLA will remain in
full force and effect
.
12. Force Majeure

Neither party will be held responsible for any delay or failure in performance of any part of this SLA
to the extent that such delay is caused by events or circumstances beyond the delayed party's
reasonable control.
13. No Waiver

The waiver by any party of any breach of covenant will not be construed to be a waiver of any
succeeding breach or any other covenant. All waivers must be in writing, and signed by the party
waiving its rights. This SLA may be modified only by a written instrument executed by authorized
representatives of the parties hereto.

14. Entire Agreement

This SLA, together with any attachments referred to herein, constitutes the entire agreement between
the parties with respect to its subject matter, and supersedes all prior agreements, proposals,
negotiations, representations or communications relating to the subject matter. Both parties
acknowledge that they have not been induced to enter into this SLA by any representations or
promises not specifically stated herein.
ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES}


MANDALUYONG CITY } S.S.

BEFORE ME, a Notary Public for and in the above jurisdiction, this ____ day of _________
2021, personally appeared:

NAME TIN

FIBER 8 INNOVATION TECHNOLOGIES INC. 0009-950-994-000

Represented by:

WILLIAM A. FRANCISCO

known to me and to me known to be the same persons who executed the foregoing instrument and they
acknowledged to me that the same are their free voluntary act and deed, as well as that of the
agency/offices/corporations they represent.

This Agreement, consisting of Nine (9) pages, including the page on which the acknowledgement is
written, has been signed by the parties hereto and their witnesses.

WITNESS MY HAND AND SEAL on the date and place above indicated.

Notary Public

Doc. No. ________;


Page No. ________;
Book No. ________;
Series of 2021.

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