Software Development Agreement

Prepared for:
[Client.FirstName]
[Client.LastName]
[Client.Company]

Prepared by:
[Sender.FirstName]
[Sender.LastName]
[Sender.Company]

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

The Developer shall not disclose to any third party the business of the Client, details
regarding the Software, including, without limitation any information regarding the
Software’s code, the Specifications, or the Client’s business (the “Confidential Information”),
(ii) make copies of any Confidential Information or any content based on the concepts
contained within the Confidential Information for personal use or for distribution unless
requested to do so by the Client, or (iii) use Confidential Information other than solely for the
benefit of the Client.

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.
IN WITNESS WHEREOF, each of the Parties has executed this Software Development
Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.

Signature Signature

MM/DD/YYYY MM/DD/YYYY

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