Software Development

Agreement
Document subtitle
This Software Development Agreement (the “Agreement” or “Software Development Agreement”) states
the terms and conditions that govern the contractual agreement between [Sender.Company] having his
principal place of business at 200 Clock Tower Pl Carmel, California(CA), 93923, (the “Developer”), and
[Client.Company] having its principal place of business at 200 Gainsborough Cir Folsom, California(CA),
95630 (the “Client”) who agrees to be bound by this Agreement.

WHEREAS, the Client has conceptualized [QUICK DESCRIPTION OF SOFTWARE] (the “Software”), which
is described in further detail on Exhibit A, and the Developer is a contractor with whom the Client has come to
an agreement to develop the Software.

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:

1. Developer's duties

The Client hereby engages the Developer and the Developer hereby agrees to be engaged by the Client to
develop the Software in accordance with the specifications attached hereto as Exhibit A (the
“Specifications”).

1. The Developer shall complete the development of the Software according to the milestones described
on the form attached hereto as Exhibit B. In accordance with such milestones, the final product shall
be delivered to the Client by May 12 (the “Delivery Date”).

2. For a period of 20 days after delivery of the final product, the Developer shall provide the Client
attention to answer any questions or assist solving any problems with regard to the operation of the
Software up to 90 of hours free of charge and billed to the Client at a rate of $40 per hour for any
assistance thereafter. The Developer agrees to respond to any reasonable request for assistance
made by the Client regarding the Software within 30 days of the request.

3. Except as expressly provided in this Software Development Agreement, the Client shall not be
obligated under this Agreement to provide any other support or assistance to the Developer.

4. The Client may terminate this Software Development Agreement at any time upon material breach of
the terms herein and failure to cure such a breach within 20 days of notification of such a breach.
5. The Developer shall provide to the Client after the Delivery Date, a cumulative 2 days of training with
respect to the operation of the Software if requested by the Client.
2. Delivery

The Software shall function in accordance with the Specifications on or before the Delivery Date.

1. If the Software as delivered does not conform with the Specifications, the Client shall within 30 days of
the Delivery Date notify the Developer in writing of the ways in which it does not conform with the
Specifications. The Developer agrees that upon receiving such notice, it shall make reasonable efforts
to correct any non-conformity.

2. The Client shall provide to the Developer written notice of its finding that the Software conforms to the
Specifications within 20 days of the Delivery Date (the “Acceptance Date”) unless it finds that the
Software does not conform to the Specifications as described in Section 2(A) herein.

3. Compensation

Compensation. In consideration for the Service, the Client shall pay the Company at the rate of $20 per hour
(the “Hourly Rate”), with a maximum total fee for all work under this Software Development Agreement of
$50.000. Fees billed under the Hourly Rate shall be due and payable upon the Developer providing the Client
with an invoice.  Invoices will be provided for work completed by the developer once every 30 days.

4. Intellectual property rights in the software

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 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.

5. Change in specifications

The Client may request that reasonable changes be made to the Specifications and tasks associated with the
implementation of the Specifications. If the Client requests such a change, the Developer will use its best
efforts to implement the requested change at no additional expense to the Client and without delaying delivery
of the Software.
In the event that the proposed change will, in the sole discretion of the Developer, require a delay in the
delivery of the Software or would result in additional expense to the Client, then the Client and the Developer
shall confer and the Client may either withdraw the proposed change or require the Developer to deliver the
Software with the proposed change and subject to the delay and/or additional expense. The Client agrees and
acknowledges that the judgment as to if there will be any delay or additional expense shall be made solely by
the Developer.
6. Confidentiality

7. Developer warranties

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 10 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.

8. Indemnification

The Developer agrees to indemnify, defend, and protect the Client from and against all lawsuits and costs of
every kind pertaining to the software including reasonable legal fees due to the Developer’s infringement of
the intellectual rights of any third party.

9. No modification unless in writing

No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.
10. Applicable law

This Software Development Agreement and the interpretation of its terms shall be governed by and construed
in accordance with the laws of the State of California and subject to the exclusive jurisdiction of the federal
and state courts located in Alpine, California.

[Sender.Company] [Client.Company]

[Sender.FirstName] [Sender.LastName] [Client.FirstName] [Client.LastName]

[FREEFORM PRODUCT FUNCTIONALITY DESCRIPTION]

Date Project milestone